Edgar Filing: ALLEGIANT BANCORP INC/MO/

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

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ALLEGIANT BANCORP, INC.
(Name of Registrant as Specified in its Charter)
N/A
(Name of Person Filing Proxy Statement if other than the Registrant)

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[X] No Fee required

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offsetting fee was paid previously. Identify the previous filing by
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March 22, 2002

Dear Fellow Shareholders:

Our Annual Meeting of Shareholders will be held at The History
Museum, 5700 Lindell Blvd., St. Louis, Missouri 63112, at 4:00 p.m.,
local time, on Thursday, April 18, 2002. The Notice of Annual Meeting
of Shareholders, Proxy Statement and proxy that accompany this letter
outline fully matters on which action is expected to be taken at the
Annual Meeting.

We cordially invite you to attend the Annual Meeting. Even if
you plan to be present at the meeting, we request that you date, sign
and return the enclosed proxy in the envelope provided so that your
shares will be represented. The mailing of an executed proxy will not
affect your right to vote in person should you later decide to attend
the Annual Meeting.

Sincerely,

MARVIN S. WOOL
Chairman of the Board

ALLEGIANT BANCORP, INC.
2122 KRATKY ROAD
ST. LOUIS, MISSOURI 63114
314-692-8200

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD THURSDAY, APRIL 18, 2002

APPROXIMATE DATE OF MAILING TO SECURITY HOLDERS: MARCH 22, 2002

Dear Shareholder:

The Annual Meeting of Shareholders of Allegiant Bancorp, Inc., a
Missouri corporation, will be held at The History Museum, 5700 Lindell
Blvd., St. Louis, Missouri 63112, on Thursday, April 18, 2002, at 4:00 p.m.,
local time, for the following purposes:

1. To elect four Class II members of the Board of Directors;

2. To approve and adopt the Allegiant Bancorp, Inc. 2002 Stock
Incentive Plan;

3. To approve and adopt an amendment to the Allegiant Bancorp,
Inc. 2000 Stock Incentive Plan; and

4. To consider and act upon such other business as may properly come
before the meeting or any adjournment or postponement thereof.

Our board of directors has fixed the close of business on March 8,
2002 as the record date for the determination of shareholders entitled to
notice of and to vote at the meeting and any adjournment or postponement of
the meeting.

The accompanying Proxy Statement sets forth important information
and is deemed incorporated by reference in this notice.

By Order of the Board of Directors,

KEVIN R. FARRELL
Secretary

March 22, 2002

WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND
SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE TO
ASSURE REPRESENTATION OF YOUR SHARES AT THE MEETING. NO POSTAGE NEED BE
AFFIXED IF MAILED IN THE UNITED STATES.

ALLEGIANT BANCORP, INC.
2122 KRATKY ROAD
ST. LOUIS, MISSOURI 63114
314-692-8200

PROXY STATEMENT

FOR ANNUAL MEETING OF SHAREHOLDERS TO BE
HELD ON THURSDAY, APRIL 18, 2002

-----------------

GENERAL

This Proxy Statement is furnished to the shareholders of Allegiant
Bancorp, Inc., a Missouri corporation, in connection with the solicitation
of proxies for use at the Annual Meeting of Shareholders to be held at The
History Museum, 5700 Lindell Blvd., St. Louis, Missouri 63112, at 4:00 p.m.,
local time, on Thursday, April 18, 2002, and at any adjournment or
postponement of such meeting, for the purposes set forth in the accompanying
notice of annual meeting of shareholders.

Your proxy is being solicited by our board of directors and will be
voted in accordance with the instructions contained in the proxy. If no
choice is specified, proxies will be voted in favor of the election of the
nominees for director proposed by our board of directors in Proposal I, in
favor of the approval and adoption of the Allegiant Bancorp, Inc. 2002 Stock
Incentive Plan in Proposal II and in favor of the approval and adoption of
the amendment to the Allegiant Bancorp, Inc. 2000 Stock Incentive Plan in
Proposal III. A proxy may be revoked at any time before it is voted by
filing a written notice of revocation or a later-dated proxy with our
corporate secretary at our principal offices or by attending the annual
meeting and voting the shares in person. Attendance alone at the annual
meeting will not of itself revoke a proxy. Proxies that are properly
executed, timely received and not revoked will be voted in the manner
indicated thereon at the annual meeting and any adjournment or postponement
of such meeting.

This Proxy Statement, the notice of annual meeting and the
accompanying proxy were first mailed to our shareholders on or about March
22, 2002. We will bear the entire expense of soliciting proxies. Proxies
will be solicited by mail initially. Our directors, executive officers and
employees also may solicit proxies personally or by telephone or other
means, but such persons will not be specially compensated for such services.
Certain holders of record, such as brokers, custodians and nominees, are
being requested to distribute proxy materials to beneficial owners and will
be reimbursed by us for their reasonable expenses incurred in sending proxy
materials to beneficial owners.

Only shareholders of record at the close of business on March 8,
2002 are entitled to notice of, and to vote at, the annual meeting. On such
date, there were 15,501,206 shares of our common stock, $.01 par value,
issued and outstanding. Except as described below with respect to cumulative
voting in the election of directors, the holder of each outstanding share of
common stock is entitled to one vote on each matter to be acted upon at the
annual meeting. Shares subject to abstentions will be treated as shares that
are present at the annual meeting for purposes of determining the presence
of a quorum and as voted for the purposes of determining the base number of
shares voted on any proposal. If a broker or other nominee holder indicates
on the proxy that it does not have discretionary authority to vote the
shares it holds of record on a proposal, those shares will not be treated as
present at the annual meeting for

purposes of determining the presence of a quorum and will not be considered
as voted for purposes of determining the approval of the shareholders on a
particular proposal.

Cumulative voting is applicable to the election of our directors.
In the election of directors, a shareholder is entitled to cast as many
votes as shall equal the number of shares he or she owns of our common stock
multiplied by four, the number of directors to be elected at the annual
meeting. A shareholder may cast all votes for a single candidate or may
distribute them among two or more candidates as the shareholder may decide.
Each duly executed proxy in the form enclosed will be voted "FOR" all the
company's nominees listed on such proxy, unless otherwise directed in the
proxy. If a shareholder gives a proxy in the form enclosed but withholds
authority to vote for one or more of the nominees listed on the proxy, the
number of votes represented by such shareholder's proxy shall be divided
equally, to the extent practicable without creating fractional votes, among
the remaining nominees.

The approval and adoption of the 2002 Stock Incentive Plan and the
amendment to the 2000 Stock Incentive Plan each require the affirmative vote
of a majority of the votes cast on such proposal at the meeting.

PROPOSAL I. ELECTION OF DIRECTORS

Four individuals will be elected at the annual meeting to serve as
Class II directors for a term of three years. The four nominees receiving
the greatest number of votes at the annual meeting will be elected.

The persons named as proxies on the accompanying proxy intend to
vote all duly executed proxies received by our board of directors for the
election of the following individuals nominated by our board of directors:
Robert L. Chambers, Leland B. Curtis, Shaun R. Hayes and John L. Weiss as
Class II directors, except as otherwise directed by the shareholder on the
proxy.

Messrs. Chambers, Curtis, Hayes and Weiss currently serve as
directors. If for any reason Mr. Chambers, Mr. Curtis, Mr. Hayes or Mr.
Weiss becomes unavailable for election, which is not now anticipated, the
persons named in the accompanying proxy will vote for such substitute
nominee as is designated by our board of directors.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF ROBERT
L. CHAMBERS, LELAND B. CURTIS, SHAUN R. HAYES AND JOHN L. WEISS AS CLASS II
DIRECTORS.

The name, age, principal occupation or position and other
directorships with respect to Messrs. Chambers, Curtis, Hayes and Weiss and
the other directors whose terms of office will continue after the annual
meeting is set forth below.

CLASS II - TO BE ELECTED FOR A TERM OF THREE YEARS EXPIRING IN 2005

ROBERT L. CHAMBERS, 40, has served as a director since December 2000.
Mr. Chambers has been president of Huntleigh Securities Corp., a brokerage
company, since September 2000. Prior to such time, he was chief executive
officer of K.W. Chambers & Co., a regional full-service broker/dealer, for
more than five years.

LELAND B. CURTIS, 58, has served as a director since 1996 and was a
director of Allegiant Bank from 2000 to November 2001. Mr. Curtis has been a
partner in the St. Louis, Missouri law firm of Curtis, Oetting, Heinz,
Garrett & Soule for more than the past five years.

SHAUN R. HAYES, 42, has served as a director and our president
since 1989 and became our chief executive officer in January 1999.
Additionally, Mr. Hayes has served as a director of Allegiant Bank since
1990 and as its president and chief executive officer since May 1992.

JOHN L. WEISS, 46, has served as a director since March 1999 and as
a director of Allegiant Bank since 1996. Mr. Weiss has been president of
Brentwood Volvo, an automobile dealership in St. Louis, Missouri, for more
than 14 years and has been the general manager of Feld Toyota, an automobile
dealership in St. Louis, Missouri, since February 2000.

CLASS III - TO CONTINUE IN OFFICE UNTIL 2003

LEON A. FELMAN, 67, has served as a director since 1992 and as a
director of Allegiant Bank since 2000. Additionally, Mr. Felman has, since
November 2000, served on the board of directors of Dynex, Inc., a Richmond,
Virginia-based mortgage real estate investment trust listed on the New York
Stock Exchange. Mr. Felman has been a private investor since 1999. For more
than 30 years before that time, he was associated with Sage Systems, Inc., a
franchisee of Arby's restaurants in the St. Louis area, and served as its
president and chief executive officer.

DOUGLAS P. HELEIN, 50, was appointed as a director in October 2001
pursuant to the terms of the agreement and plan of merger between Allegiant
Bancorp, Inc. and Southside Bancshares Corp. Mr. Helein has been an
insurance broker of Welsch, Flatness & Lutz, Inc., an insurance agency, for
more than the past five years. He was a director of Southside Bancshares
Corp. from 1992 through September 2001.

MICHAEL R. HOGAN, 48, has served as a director since October 2000.
Mr. Hogan has been chief administrative officer, chief financial officer and
vice president of Sigma-Aldrich Corporation, a life science company, since
April 1999. Prior to such time, he served three years as corporate vice
president and controller for Monsanto Company, manufacturer of agricultural
and biotechnology products and other consumer products.

C. VIRGINIA KIRKPATRICK, 68, has served as a director since 1990
and as a director of Allegiant Bank since 1990. Ms. Kirkpatrick has been
president of CVK Personal Management & Training Specialists, a business
consulting and human resource management firm, since 1982.

MARVIN S. WOOL, 73, has served as a director since 1990 and as our
chairman and the chairman of Allegiant Bank since March 1992. From March
1992 through December 1998, Mr. Wool served as our chief executive officer.
For more than the past five years, Mr. Wool has served as the president and
chief executive officer of Dash Multi-Corp, the holding company for
subsidiary companies that are in the chemical, cloth coating and carpet
industries. He also serves as chairman of R-B Rubber Products, Inc., a
publicly-held integrated rubber recycler.

CLASS I - TO CONTINUE IN OFFICE UNTIL 2004

KEVIN R. FARRELL, 50, has served as a director since 1989 and as
our corporate secretary since 1994 and as a director of Allegiant Bank since
1990. Mr. Farrell has been president of Great Ledge Development, formerly
St. Louis Steel Products, a metal forming company, since its founding in
1990.

RICHARD C. FELLHAUER, 59, has served as a director since December
2000. Mr. Fellhauer has been a Senior Vice President of Allegiant Bank since
November 2000. Prior to such time, he was the president, chief executive
officer and chairman of the board of Equality Bancorp, Inc., the holding
company for Equality Savings Bank, from 1982 to November 2000.

THOMAS M. TESCHNER, 45, was appointed as a director of Allegiant
Bancorp, Inc. and Allegiant Bank in October 2001 pursuant to the terms of
the agreement and plan of merger between Allegiant Bancorp, Inc. and
Southside Bancshares Corp. Mr. Teschner has been a private investor since
October 2001. Prior to such time, he was the president and chief executive
officer of Southside Bancshares Corp., the holding company for South Side
National Bank, from 1992 through September 2001.

ROBERT E. WALLACE, JR., 45, has served as a director since October
2000. Mr. Wallace has been the senior vice president of administration/general
counsel of the St. Louis Rams, a professional football team, since 1995.

LEE S. WIELANSKY, 50, has served a director since 1990 and was a
director of Allegiant Bank from 2000 to November 2001 and served as vice
chairman of Allegiant Bank from February 1999 through November 2001. Mr.
Wielansky has been the president and chief executive officer of JDN
Development Company, a real estate investment trust listed on the New York
Stock Exchange, since November 2000 and a member of its board of directors
since February 2001. He has been a member of the board of directors of
Acadia Realty, a real estate investment trust listed on the New York Stock
Exchange, since June 2000. Prior to such time, he was managing director of
investments and a member of the board of directors of Regency Realty
Corporation, a publicly-held real estate investment trust, for more than
three years and was the president and chief executive officer of Midland
Development Group, a real estate development company, for more than five
years.

* * * * * * * * * * * *

We received a shareholder proposal for election of Michael A. Deelo
as a director. Mr. Deelo was not nominated by our board of directors.
However, pursuant to the Securities Exchange Act of 1934, we have included
the shareholder proposal in this Proxy Statement and the proxy.

As discussed below under "Shareholder Proposal" the proposed
nomination of Mr. Deelo was not made in accordance with our director
nomination procedures. The procedures, which are set forth in our by-laws
and were specifically described in our joint proxy statement/prospectus,
dated August 7, 2001, require a shareholder to provide us written notice of
his or her intent to nominate an individual for election to the board of
directors at this year's annual meeting not earlier than the 90th day prior
to the annual meeting nor later than the close of business on the 60th day
prior to the annual meeting. The shareholder proposal was not submitted in
accordance with this requirement. As a result, Michael A. Deelo has not been
properly nominated for a director at the meeting. Accordingly, a proxy
marked "for" the shareholder proposal will not result in a vote being cast
to elect him by the proxies in the election of directors.

The board believes that the procedures set forth in the by-laws are
reasonable to assure the orderly conduct of shareholder meetings and are not
unduly burdensome for shareholders. Thus, the board believes that it is in
the best interests of the company and all its shareholders that the
published procedures for shareholder proposals be applied consistently and
uniformly.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

The following table sets forth information regarding the amount of
our common stock and trust preferred securities of our affiliates
beneficially owned, as of March 8, 2002, by each person who is a named
executive officer, director or known by us to own beneficially more than 5%
of our common stock, and all of our directors and executive officers as a
group:

CAPITAL TRUST I CAPITAL TRUST II
COMMON STOCK(1) TRUST PREFERRED SECURITIES(2) TRUST PREFERRED SECURITIES(3)
----------------------- ----------------------------- -----------------------------
NUMBER NUMBER NUMBER
OF SHARES OF SHARES OF SHARES
NAME OF BENEFICIALLY PERCENT BENEFICIALLY PERCENT BENEFICIALLY PERCENT
BENEFICIAL OWNER OWNED OF CLASS OWNED OF CLASS OWNED OF CLASS
---------------- ------------ -------- ------------ -------- ------------ --------

Robert L. Chambers 24,208 (4) (22) - - - -
Leland B. Curtis 46,349 (5) (22) - - - -
Kevin R. Farrell 346,820 (6) 2.2 700 (22) - -
Richard C. Fellhauer 163,122 (7) 1.1 - - - -
Leon A. Felman 864,943 (8) 5.6 53,020 3.1 760 (22)
Shaun R. Hayes 502,806 (9) 3.2 - - - -
Douglas P. Helein 303,933 (10) 2.0 - - - -
Michael R. Hogan 17,500 (11) (22) - - - -
C. Virginia Kirkpatrick 150,263 (12) 1.0 1,000 (22) - -
Thomas M. Teschner 335,122 (13) 2.1 - - - -
Robert E. Wallace, Jr. 11,530 (14) (22) - - - -
John L. Weiss 28,156 (15) (22) - - 2,000 (22)
Lee S. Wielansky 146,843 (16) (22) 10,000 (22) - -
Marvin S. Wool 793,194 (17) 5.1 - - 2,400 (22)
Thomas A. Daiber 40,972 (18) (22) - - - -
Paul F. Glarner 51,068 (19) (22) - - - -
Jeffrey S. Schatz 26,215 (20) (22) - - - -
Arthur E. Weiss 15,264 (21) (22) - - - -

All directors and executive
officers as a group
(18 persons) 3,868,400 (23) 24.3% 64,720 3.8% 5,160 0.3%

NAME OF OTHER
PRINCIPAL SECURITY HOLDER
-------------------------

First Banks, Inc. (24) 1,205,929 7.8% - - - -

----------------------

(1) Except as otherwise indicated, each individual has sole voting and
investment power over the shares listed beside his or her name and is
deemed to own shares issuable upon exercise of stock options which
were exercisable at March 8, 2002 or which were to become exercisable
within 60 days thereafter. The percentage calculations for beneficial
ownership are based upon 15,501,206 shares of our common stock that
were issued and outstanding as of March 8, 2002, plus, with respect
to each individual and for all directors and executive officers as a
group, the number of shares subject to options that may be acquired
upon exercise within 60 days after March 8, 2002.

(2) The percentage calculations for beneficial ownership are based upon
1,725,000 shares of non-voting trust preferred securities of
Allegiant Capital Trust I that were issued and outstanding as of
March 8, 2002. We own all of the common securities of Allegiant
Capital Trust I.

(3) The percentage calculations for beneficial ownership are based upon
1,600,000 shares of non-voting trust preferred securities of
Allegiant Capital Trust II that were issued and outstanding as of
March 8, 2002. We own all of the common securities of Allegiant
Capital Trust II.

(4) Total includes 10,712 shares subject to stock options exercisable within
60 days.

(5) Total includes: 13,349 shares held jointly with Mr. Curtis' spouse;
and 19,850 shares subject to stock options exercisable within 60 days.

(6) Total includes: 193,619 shares held of record by Pentastar Family
Holdings, Inc.; 94,680 shares held of record by Cuttyhunk
Investments, LLC; 1,751 shares held by Fidelity Investments as
Trustee for the IRA of Mr. Farrell's spouse; 1,512 shares held by
NFSC/FMTC as Trustee for the IRA of Mr. Farrell's spouse; and 4,950
shares subject to stock options exercisable within 60 days.

(7) Total includes: 34,838 shares held jointly with Mr. Fellhauer's
spouse; 1,810 shares held by Mr. Fellhauer as custodian for his two
children; 3,661 shares held in the IRA account of Mr. Fellhauer's
spouse; 75,861 shares held subject to our section 401(k) plan; 23,035
shares held in Mr. Fellhauer's IRA plan; 383 shares held jointly with
Michael Walsh; and 24,534 shares subject to stock options exercisable
within 60 days.

(8) Total includes: 758,025 shares held in the Leon A. Felman Family Trust
of which Mr. Felman is the voting trustee; 62,400 shares held in the
Felman Family Partnership, LP of which Mr. Felman is the voting
partner; and 4,950 shares subject to stock options exercisable within
60 days. Mr. Felman's address is 2122 Kratky Road, St. Louis, MO 63114.

(9) Total includes: 5,082 shares held for the benefit of Mr. Hayes' children
as to which he has voting rights; 2 shares held of record by Mr. Hayes'
spouse; 4,059 shares held subject to our section 401(k) plan; 30,000
shares of restricted stock; and 77,495 shares subject to stock options
exercisable within 60 days.

(10) Total includes no shares subject to stock options.

(11) Total includes 7,500 shares subject to stock options exercisable
within 60 days.

(12) Total includes: 16,033 shares held jointly with Ms. Kirkpatrick's
spouse; 3,015 shares held of record by Ms. Kirkpatrick's spouse;
25,927 shares held in the IRA of Ms. Kirkpatrick's spouse; 8,317
shares held jointly with Ms. Kirkpatrick's children; and 19,850
shares subject to stock options exercisable within 60 days.

(13) Total includes 102,304 shares subject to stock options exercisable
within 60 days.

(14) Total includes: 2,000 shares held jointly with Mr. Wallace's spouse;
and 7,500 shares subject to stock options exercisable within 60 days.

(15) Total includes: 1,118 shares held of record by Mr. Weiss' spouse;
146 shares held jointly with Mr. Weiss' spouse; and 14,858 shares
subject to stock options exercisable within 60 days.

(16) Total includes 19,850 shares subject to stock options exercisable
within 60 days.

(17) Total includes: 75,005 shares held by the Dash Industries Pension Plan;
63,636 shares held in trusts for the benefit of Mr. Wool's children;
and 47,394 shares subject to stock options exercisable within 60
days. Mr. Wool's address is 2500 Adie Road, Maryland Heights, MO 63043.

(18) Total includes: 1,012 shares held subject to our section 401(k) plan;
15,000 shares of restricted stock; and 24,600 shares subject to stock
options exercisable within 60 days.

(19) Total includes: 3,811 shares held subject to our section 401(k) plan;
111 shares held by Mr. Glarner as custodian for his daughter; 15,000
shares of restricted stock; and 30,900 shares subject to stock
options exercisable within 60 days.

(20) Total includes 715 shares held subject to our section 401(k) plan;
15,000 shares of restricted stock; and 10,500 shares subject to stock
options exercisable within 60 days.

(21) Total includes 1,000 shares held jointly with Mr. Weiss' spouse, 240
shares held subject to our section 401(k) plan; 10,000 shares of
restricted stock; and 3,500 shares subject to stock options
exercisable within 60 days.

(22) Less than one percent.

(23) Total includes 85,000 shares of restricted stock and 431,247 shares
subject to stock options exercisable within 60 days.

(24) First Banks, Inc.'s address is 135 North Meramec, Clayton, MO 63105.
The number of shares reported beneficially owned by First Banks is
based upon information furnished by our transfer agent, UMB Bank, N.A.

BOARD OF DIRECTORS AND COMMITTEES

During 2001, our board of directors met six times, including
regularly scheduled and special meetings. During the year all of the
directors attended at least 75% of all meetings held by the board of
directors and all committees upon which they served.

Our board of directors has a standing executive committee, audit
committee and directors' and executives' compensation committee.

EXECUTIVE COMMITTEE. Marvin S. Wool (Chairperson), Shaun R. Hayes,
C. Virginia Kirkpatrick, Kevin R. Farrell and Lee S. Wielansky are members
of our executive committee. The executive committee may exercise all powers
of our board of directors that may be lawfully delegated when the board of
directors is not in session. The executive committee met twelve times
during 2001.

AUDIT COMMITTEE. C. Virginia Kirkpatrick (Chairperson), Leon A.
Felman, John L. Weiss and Robert L. Chambers are members of our audit
committee. The audit committee reviews the scope of engagement of our
independent public accountants and their reports. The audit committee also
meets with the financial staff of our company to review accounting procedures
and reports. The audit committee met seven times during 2001.

DIRECTORS' AND EXECUTIVES' COMPENSATION COMMITTEE. The members of
the directors' and executives' compensation committee are Leland B. Curtis
(Chairperson), Kevin R. Farrell and John L. Weiss. The directors' and
executives' compensation committee reviews and recommends the salaries and
other compensation of all our directors and executive officers. The directors'
and executives' compensation committee met nine times during 2001.

COMPENSATION OF DIRECTORS

There are six regular meetings scheduled for the board during 2002.
Non-employee directors are paid a $20,000 annual retainer plus $1,500 per
board meeting attended. Directors who also are employed by us are not
eligible to receive directors' fees. Directors serving on our audit
committee are paid $500 per year, the chairperson of the audit committee is
paid $2,500 per year, directors serving on our

executive committee receive $1,000 per year, directors serving on our
directors' and executives' compensation committee receive $250 per year, the
chairperson of the directors' and executives' compensation committee is paid
$500 per year, directors C. Virginia Kirkpatrick, Lee S. Wielansky and
Marvin S. Wool, who are not employees, and who serve on the Allegiant Bank
loan committee receive $2,500 per year and directors Kevin R. Farrell,
Douglas P. Helein and John L. Weiss, who are not employees, and who serve on
the Allegiant Bank trust committee receive $500 per year. Pursuant to our
1996 Directors' Stock Option Plan, directors who have served on our board of
directors for at least two years receive options to purchase 5,000 shares of
our common stock on the day after the annual meeting each year a director
remains on our board of directors. Our chairman receives options to purchase
a minimum of 9,899 shares per year. Options granted under the Directors'
Stock Option Plan have a term of five years.

In 2001, our directors participated in our fee conversion plan for
directors and committee members. Such plan provides for the conversion of
directors' fees into shares of our common stock. Under the plan, the fees
each director earns during a quarter are credited to an account established
for such director. At the end of each calendar quarter, we determine the
number of shares such director is entitled to receive, based on the amount
of fees credited to the account and the closing price of our common stock as
of such date. The shares of our common stock are then purchased for
directors by contributing their fees to our dividend reinvestment and stock
purchase plan.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Certain of our officers and directors and their affiliates are
customers of Allegiant Bank. All such customer transactions were made in the
ordinary course of business, on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons, and did not involve more than
normal risk of collectibility or present other unfavorable or unusual
features.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The audit committee oversees our financial reporting process on
behalf of the board of directors. Management has the primary responsibility
for the financial statements and the reporting process including the systems
of internal controls. The audit committee operates under a written charter,
which was approved and adopted by our board of directors on July 19, 2001.
Our independent accountants, Ernst & Young LLP, are responsible for
expressing an opinion on the conformity of our audited financial statements
to generally accepted accounting principles.

In fulfilling its oversight responsibilities, the audit committee
reviewed the audited financial statements in our annual report to
shareholders with management, including a discussion of the quality, and not
just the acceptability, of the accounting principles, the reasonableness of
significant judgments, and the clarity of disclosures in the financial
statements. The audit committee meets with the independent accountants, with
and without management present, to discuss the scope and plans for the
audit, results of their examinations, their evaluations of our internal
controls, and the overall quality of our financial reporting. The audit
committee reviewed with the independent accountants the acceptability of our
accounting principles and such other matters as are required to be discussed
with the audit committee under generally accepted auditing standards,
including Statement of Auditing Standard 61. In addition, the audit
committee has discussed with the independent auditors the auditors'
independence from management and the company, including the matters in the
written disclosures and the letter required by the Independence Standards
Board Standard No. 1.

In reliance on the reviews and discussions referred to above, the
audit committee recommended to the board of directors, and the board
approved, that the audited financial statements be included in our Annual
Report on Form 10-K for the year ended December 31, 2001, for filing with
the Securities and Exchange Commission.

Each of the current members of the committee is an "independent"
director within the meaning of the listing standards of the National
Association of Securities Dealers, Inc.

March 22, 2002 Submitted by the Audit Committee
of the Board of Directors

C. Virginia Kirkpatrick (Chairperson)
Robert L. Chambers
Leon A. Felman
John L. Weiss

REPORT OF DIRECTORS' AND EXECUTIVES' COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS

The directors' and executives' compensation committee approves and
recommends to our board of directors the compensation program for our
directors, chief executive officer and other executive officers. The
committee is composed entirely of independent directors.

The committee's philosophy is to establish compensation programs
that will attract and retain highly qualified executives and provide an
incentive to such executives to focus their efforts on our long-term
strategic goals by aligning their financial interests closely with long-term
shareholder interests.

Annual compensation of our executive officers consists of base
salaries and, when appropriate, bonus compensation. Base salaries generally
represent a large portion of the executive officers' total cash compensation
and are considered to be average relative to comparably sized bank holding
companies. The committee believes that basing a portion of an executive
officer's compensation on both our performance and that of the individual
motivates the executive to perform at the highest possible level. Bonuses
make up a smaller portion of the executive officers' total cash
compensation. Bonuses are determined based upon our performance and that of
the individual executive during the fiscal year. In evaluating performance,
financial, non-financial and long-term strategic objectives are considered.

As a central component of our executive officers' compensation
program, the committee annually considers awarding executive officers
options to acquire shares of our common stock. The committee believes that
stock options provide a highly efficient form of compensation from both a
cost and an accounting perspective, and that such awards provide an
incentive to achieve our longer-term strategic goals by aligning the
long-term financial interests of the executive officers with those of our
shareholders. The committee also believes that significant levels of stock
ownership and ownership potential will assist in retaining the services of
the executive officers.

In determining total compensation of our executive officers for
2001, the committee compared our financial performance against the
objectives set by management and the board of directors at the beginning of
the year. Based on this information, the committee determined a compensation
range it believed fairly reflected our overall and relative financial
performance and was reasonably competitive

with other comparable companies in the commercial banking industry. The
committee then reviewed the specific non-financial objectives established
for each executive officer by our board of directors at the beginning of the
year and evaluated each executive officer's performance with respect to such
objectives.

The committee recommended and the board approved the 2001
compensation of Mr. Hayes, the president and chief executive officer of
Allegiant Bancorp, Inc. and Allegiant Bank, in accordance with the policies
described above for executive officers. The committee considered the
following factors in determining the base salary for 2001 for Mr. Hayes: our
company's success in attaining our financial goals for 2000 of increasing
our diluted earnings per share by 20% over 1999, and comparative data for
executive officers in similar positions with comparable bank holding
companies. Based on these factors, Mr. Hayes' base salary remained at
$370,000.

For 2001, Mr. Hayes' base pay did not increase from 2000, however,
he was eligible to earn a cash bonus ranging up to 30% of his base salary, a
10% increase in incentive compensation from the previous fiscal year. The
financial objective for Mr. Hayes was attaining a 15% increase in diluted
earnings per share in 2001 over 2000. The committee also considered specific
operational and strategic objectives and assessed his ability to demonstrate
the leadership and vision to achieve the long-term growth and profitability
for the company. The committee assigned a priority weight of 90% of the
annual bonus for the attainment of profitability goals. Based upon the
results, Mr. Hayes earned a bonus of $110,000 in 2001 which represented
approximately 30% of his base salary for 2001. Mr. Hayes was paid an
additional $80,000 cash bonus in 2001 as part of the executive incentive
bonus plan which provides a cash bonus pool for executive officers for the
achievement of targeted growth in earnings per share for two consecutive
years.

On January 2, 2001, Mr. Hayes was granted an option to purchase
10,000 shares of our common stock. That grant was made in accordance with
annual option grants outlined in our Incentive Stock Option Plan. On
September 28, 2001, the board of directors awarded Mr. Hayes incentive stock
options to purchase 20,000 shares of our common stock in recognition of his
leadership in the company's execution of the merger between Allegiant
Bancorp, Inc. and Southside Bancshares Corp.

As noted in the program described above, a significant portion of
executive compensation is linked directly to individual and corporate
performance, earnings per share and stock price appreciation. The committee
intends to continue the policy of linking executive compensation to
individual and corporate objectives and returns to shareholders, recognizing
that the business cycle from time to time may result in an imbalance for a
particular period.

March 22, 2002 Submitted by the Directors' and
Executives' Compensation Committee

Leland B. Curtis (Chairperson)
Kevin R. Farrell
John L. Weiss

COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth the compensation of our chief
executive officer and president and executive officers whose salary and
bonus exceeded $100,000 during 2001, as well as the total compensation paid
to each individual during the last three fiscal years.

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION LONG-TERM COMPENSATION
--------------------------- -----------------------------------
RESTRICTED SECURITIES
STOCK UNDERLYING LTIP ALL OTHER
PAYOUT SALARY BONUS AWARDS OPTIONS/SARs PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) (#) ($) ($)
--------------------------- ------ -------- -------- ---------- ------------ ------- ------------

Shaun R. Hayes 2001 $370,000 $190,000 -- 30,000 -- $15,630(1)
President and Chief Executive 2000 361,748 120,000 -- 9,899 -- 10,496
Officer of each of Allegiant 1999 325,642 45,000 -- 9,899 -- 5,721
Bancorp, Inc. and Allegiant Bank

Thomas A. Daiber 2001 140,000 48,000 -- 14,500 -- 12,217(2)
Executive Vice President and 2000 108,493 37,000 -- 5,000 -- 8,882
Chief Financial Officer of each 1999 83,940 20,000 -- 2,500 -- 2,481
of Allegiant Bancorp, Inc. and
Allegiant Bank

Paul F. Glarner 2001 208,466 75,000 -- 7,500 -- 14,199(3)
Executive Vice President and 2000 196,159 59,000 -- 7,500 -- 10,974
Chief Lending Officer of each 1999 160,267 33,000 -- 9,000 -- 5,097
of Allegiant Bancorp, Inc. and
Allegiant Bank

Jeffrey S. Schatz (started 1/19/00) 2001 162,500 60,000 -- 7,500 -- 13,829(4)
Executive Vice President and 2000 145,030 40,000 -- 7,500 -- 9,019
Chief Operations Officer of each
of Allegiant Bancorp, Inc. and
Allegiant Bank

Arthur E. Weiss (started 12/04/00) 2001 125,000 75,000 -- -- -- 10,250(5)
Senior Vice President, Wealth 2000 10,416 -- -- -- --
Management, Allegiant Bancorp,
Inc., and Executive Vice President,
Wealth Management, Allegiant Bank

-----------------------------

(1) Consists of matching contributions to our qualified and unqualified plans of $15,250 and a taxable fringe
benefit for the personal use of a company-owned vehicle of $380.

(2) Consists of matching contributions to our qualified and unqualified plans of $11,700 and a taxable fringe
benefit for the personal use of a company-owned vehicle of $517.

(3) Consists of matching contributions to our qualified and unqualified plans of $12,750 and a taxable fringe
benefit for the personal use of a company-owned vehicle of $1,449.

(4) Consists of matching contributions to our qualified and unqualified plans of $12,380 and a taxable fringe
benefit for the personal use of a company-owned vehicle of $1,449.

(5) Consists of matching contributions to our qualified and unqualified plans of $10,250.

EXECUTIVE RETENTION AGREEMENTS

We have entered into an Executive Retention Agreement with our
chief executive officer and president, Mr. Hayes, providing for certain
benefits, in the event of a "change in control" (as defined in the Executive
Retention Agreement) of our company, for termination of his employment by
us, or the

successor corporation to us, without "cause" (as defined in the Executive
Retention Agreement) or if Mr. Hayes terminates his employment with "good
reason" (as defined in the Executive Retention Agreement) within three years
after a change in control. Benefits include that we or the successor
corporation will be required to pay severance benefits consisting of a
lump-sum cash amount equal to 2.99 times Mr. Hayes's annual base salary. The
cash payment to Mr. Hayes will be increased to cover any Federal excise tax
to which his cash payment is subject under the Internal Revenue Code of
1986, as amended. In addition, all options held by Mr. Hayes will become
fully exercisable as of his date of termination and remain fully
exercisable, except for incentive stock options, for six months following
the date of termination. The agreement continues until the earlier of
January 1, 2005 or the date Mr. Hayes's employment terminates.

We have entered into Executive Retention Agreements with three of
our executive officers, Messrs. Daiber, Glarner and Schatz, providing for
certain benefits, in the event of a "change in control" (as defined in the
Executive Retention Agreement) of our company, for termination of their
employment by us, or the successor corporation to us, without "cause" (as
defined in the Executive Retention Agreement) or if they terminate their
employment with "good reason" (as defined in the Executive Retention
Agreement) within three years after a change in control. Benefits include
that we or the successor corporation will be required to pay severance
benefits consisting of a lump-sum cash amount equal to 2.25 times the
officer's highest annual compensation paid by the company in any one of the
three most recent years. The cash payment to each of Messrs. Daiber, Glarner
and Schatz is subject to reduction to the extent that such payment would
require them to pay a Federal excise tax under the Internal Revenue Code of
1986, as amended. In addition, all options held by each of Messrs. Daiber,
Glarner and Schatz will become fully exercisable as of their respective
dates of termination and, except for incentive stock options, remain fully
exercisable for six months following the date of termination.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

The following table sets forth certain information concerning stock
option grants made in 2001 to the named executives. No SARs were granted in
2001.

INDIVIDUAL GRANTS POTENTIAL REALIZABLE
--------------------------------------------------------------- VALUE AT
NUMBER OF ASSUMED ANNUAL
SECURITIES PERCENT OF TOTAL RATES OF STOCK PRICE
UNDERLYING OPTIONS/SARS APPRECIATION FOR
OPTIONS/SARS GRANTED TO EXERCISE OR OPTION TERM (3)
GRANTED EMPLOYEES IN BASE PRICE EXPIRATION ----------------------
NAME (#) FISCAL YEAR ($/SH) (1) DATE (2) 5%($) 10%($)
---- -------------- --------------- --------------- ---------- -------- --------

Shaun R. Hayes 10,000(4) 5.28% $ 9.90 January 2, 2006 $114,900 $144,900
20,000(4) 10.56 11.95 August 24, 2011 229,800 289,800

Thomas A. Daiber 7,500(4) 3.96 9.90 January 2, 2006 86,175 108,675
7,000(4) 3.70 11.95 August 24, 2011 80,430 101,430

Paul F. Glarner 7,500(4) 3.96 9.90 January 2, 2006 86,175 108,675

Jeffrey S. Schatz 7,500(5) 3.96 9.90 January 2, 2006 86,175 108,675

Arthur E. Weiss -- -- -- -- -- --

------------------

(1) The exercise price may be paid in cash or, at the discretion of the
committee, by shares of common stock already owned, valued at fair
market value on the date of exercise, or a combination of cash and
our common stock.

(2) The options terminate on the earlier of five years or ten years after
the date of grant, depending on the Stock Incentive Plan; 12 months
from termination for disability; three months from termination of
employment for reasons other than retirement, disability or death; or
immediately on termination for cause.

(3) The indicated 5% and 10% rates of appreciation are provided to comply
with Securities and Exchange Commission regulations and do not
necessarily reflect our views as to the likely trend in our common
stock price. The effect of 5% and 10% rates of appreciation on our
common stock held for five years is demonstrated by the following: a
share of our common stock purchased on January 2, 2001 at a price per
share of $9.00 and held until January 2, 2006 would have a value of
$11.49 at a 5% rate of appreciation, and a value of $14.49 at a 10%
rate of appreciation. Actual gains, if any, on stock option exercises
and common stock holdings will be dependent on, among other things,
the future performance of our common stock and overall market
conditions. There can be no assurance that the amounts reflected
herein will be achieved. Additionally, these values do not take into
consideration the provisions of the options providing for
nontransferability or delayed exercisability.

(4) The entire option grant became immediately exercisable on the date of
grant. These options were granted to Messrs. Hayes, Daiber and
Glarner pursuant to our employee stock option plan.

(5) Forty percent of the entire option grant became immediately
exercisable on the date of grant and 20% of the options granted
become exercisable on each anniversary during the three-year period
following their issuance.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND YEAR-END OPTION/SAR
VALUES

The following table presents certain information concerning stock
options exercised in the year ended December 31, 2001, and options remaining
unexercised at December 31, 2001 by the named executives.

NUMBER OF SECURITIES
SHARES UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
ACQUIRED OPTIONS/SARS AT IN-THE-MONEY OPTIONS/SARS
ON VALUE FISCAL YEAR-END (#) AT FISCAL YEAR-END(1) ($)
EXERCISE REALIZED ---------------------------- ---------------------------
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------- -------- ----------- ------------- ----------- -------------

Shaun R. Hayes 24,749 $60,231 67,495 -- $128,982 $ --

Thomas A. Daiber -- -- 13,980 10,120 31,663 29,738

Paul F. Glarner -- -- 24,600 15,600 29,996 31,400

Jeffrey S. Schatz -- -- 4,500 10,500 9,525 28,725

Arthur E. Weiss -- -- 3,500 9,000 8,761 14,080

---------------------

(1) Based on our common stock closing price of $13.75 on December 31, 2001.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN AMONG
ALLEGIANT BANCORP, INC., THE NASDAQ NATIONAL MARKET
AND THE NASDAQ BANK INDEX

The following graph compares an annual cumulative shareholder
return over the period from December 31, 1996 through December 31, 2001
(including reinvestment of dividends) on an indexed basis with the Nasdaq
index and the Nasdaq Bank index. The Nasdaq Bank index is a broad-based
capitalization-weighted index of domestic and foreign common stocks of banks
that are traded on the Nasdaq National Market (Nasdaq/NMS) as well as the
SmallCap Market.

[Total Return Performance graph]

ALLEGIANT BANCORP NASDAQ BANK INDEX NASDAQ COMPOSITE

12/31/96 100.0000 100.0000 100.0000
12/31/97 138.7300 165.9400 122.1100
12/31/98 117.9200 149.0800 171.0800
12/31/99 124.4700 140.5500 318.1100
12/31/00 116.9000 164.7300 193.6300
12/31/01 182.9900 185.3600 153.3600

Source: Bloomberg L.P.

PROPOSAL II. ADOPTION OF THE
ALLEGIANT BANCORP, INC.
2002 STOCK INCENTIVE PLAN

Our board of directors has adopted, subject to approval by our
shareholders, the Allegiant Bancorp, Inc. 2002 Stock Incentive Plan, which
provides for the granting of stock options and for other stock-based awards.
The 2002 Stock Incentive Plan supplements our 2000 Stock Incentive Plan.

The total number of shares of our common stock issuable under the
plan is not to exceed 800,000 shares, subject to adjustment in the event of
any change in the outstanding shares of such stock by reason of a stock
dividend, stock split, recapitalization, merger, consolidation or other
similar change generally affecting our shareholders. Of these 800,000 shares
of stock, no more than 250,000 shares may be issued to participants in the
plan in any plan year, and no more than 25,000 shares may be issued to any
one individual in any plan year.

Our board of directors believes that the plan will advance our
interests and those of our shareholders by providing additional incentives
and motivation toward superior performance of our key employees and by
enabling us and our subsidiaries to attract and retain the services of key
employees and directors, upon whose judgment, talents and special efforts,
the successful conduct of our operations is largely dependent. The vote
required to approve the plan is a majority of the votes cast on such
proposal at the annual meeting.

The plan is administered by the administrator. The administrator
may be our board of directors or, if our board of directors so designates,
our directors' and executive officers' compensation committee. The
administrator, by majority action thereof, is authorized in its sole
discretion to construe and interpret the plan, to make, amend and rescind
rules and regulations regarding the plan and its administration, to
determine the terms and provisions of the respective stock option,
restricted stock, restricted stock unit and performance award agreements
(which need not be identical), and to take whatever action is necessary to
carry out the purposes of the plan; provided, however, that the
administrator may take no action that will impair any award previously
granted under the plan or cause the plan not to meet the requirements of
Rule 16b-3 of the Securities Exchange Act of 1934, as amended.

The complete text of the plan is set forth in Appendix A to this
Proxy Statement. The following summary of certain provisions of the plan is
qualified in its entirety by reference to the full text of the plan.

DESCRIPTION OF THE PLAN

Under the terms of the plan, our employees, directors, advisors and
consultants (as determined by the administrator in its sole discretion) will
be eligible to receive: (a) incentive stock options; (b) nonqualified stock
options; (c) stock appreciation rights; (d) restricted stock; (e) restricted
stock units; and (f) performance awards.

INCENTIVE STOCK OPTIONS. Incentive stock options granted under the
plan will entitle the holder thereof to purchase shares of our common stock
at the base price established by the administrator, which price shall not be
less than the fair market value, as defined in the plan, or 110% of the fair
market value if the participant owns more than 10% of the combined voting
power of the issued and outstanding common stock on the date the option is
granted. Such incentive stock options will be exercisable not later than ten
years after the date of the grant, or five years with respect to incentive
stock options held by ten percent or greater shareholders, and will
terminate not later than three months after termination of employment for
any reason other than death or disability. In the event the termination of
employment is

for cause or is due to other specified reasons under the plan, the incentive
stock options will expire immediately. Incentive stock options outstanding
and unexercised at the time of the death or disability of the participant
generally terminate on the expiration of twelve months after the date of
such event or on their original expiration dates, if earlier. Incentive
stock options shall be granted only to our employees or those of our
subsidiaries. No incentive stock option shall be granted under the plan
after the 10th anniversary of the effective date of the plan.

NONQUALIFIED STOCK OPTIONS. Nonqualified stock options will consist
of nonqualified options to purchase shares of stock at purchase prices
determined by the administrator; provided, however, the purchase price shall
be not less than the fair market value of our common stock on the date the
option is granted. Nonqualified stock options will be exercisable not later
than ten years after the date they are granted, and will terminate not later
than three months after termination of employment for any reason other than
death, retirement or disability. In the event of death, retirement or
disability, the options will expire 18 months after the date of such event
or on their original expiration date, or if earlier. In the event the
termination of employment is for cause or is due to other specified reasons
under the plan, nonqualified stock options will expire immediately. The
administrator will have the right to determine at the time the option is
granted whether shares issued upon exercise of a nonqualified stock option
will be subject to restrictions and, if so, the nature of the restrictions.

STOCK APPRECIATION RIGHTS. Stock appreciation rights may be granted
which, in the discretion of the administrator, may be exercised (1) in lieu
of exercise of an option, (2) in conjunction with the exercise of an option,
(3) upon lapse of an option, (4) independent of an option or (5) under each
of the above circumstances in connection with a previously awarded option.
The administrator may establish, in its sole discretion, a maximum amount
per share that will be payable upon exercise of a stock appreciation right,
and may impose such conditions on exercise of a stock appreciation right as
may be required to satisfy the requirements of Rule 16b-3 (or any successor
rule) under the Securities Exchange Act of 1934, as amended.

RESTRICTED STOCK AND RESTRICTED STOCK UNITS. Restricted stock shall
consist of stock or stock units issued under the plan at any purchase price
less than the fair market value thereof on the date of issuance, or as a
bonus. In the case of any restricted stock or restricted stock units:

(a) The purchase price, if any, will be determined by the
administrator;

(b) Restricted stock or restricted stock units may be
subject to: (1) restrictions on the sale or other disposition
thereof; (2) our right to reacquire such restricted stock or
restricted stock units at the purchase price, if any, originally
paid therefor upon the occurrence of specified events within
specified periods; (3) representation by the participant that he or
she intends to acquire restricted stock or restricted stock units
for investment and not for resale; and (4) such other restrictions,
conditions and terms as the administrator deems appropriate; and

(c) The participant, shall be entitled to all dividends
paid with respect to restricted stock, and shall be entitled to
vote restricted stock, during the period of restriction, as defined
in the plan.

earnings per share; (3) return on shareholders' equity; (4) revenue growth;
(5) pre-tax or after-tax net income; (6) book value per share; (7) market
price per share; (8) relative performance to peer group companies; (9)
expense management; and (10) efficiency ratio. In the event the goal is not
achieved at the conclusion of the designated performance period, no payment
shall be made to a participant. However, goals may include standards for
partial achievement and provide for a partial award for partial achievement.
The participant shall have no right to vote any shares of our common stock
subject to a performance award, nor shall such participant have any right to
receive dividends on such shares until the performance goals are achieved
and the shares issued. No performance award shall entitle any individual to
receive more than 25,000 shares of common stock and the maximum performance
award payable to all participants at a designated subsidiary for any
calendar year (excluding any additional cash payment) shall not exceed
$250,000.

CHANGE OF CONTROL. If the terms of an agreement under which the
administrator has granted an award under the plan shall so provide, upon a
change of control, as defined in the plan, outstanding awards shall become
immediately and fully exercisable or payable according to the terms set
forth in the plan.

DURATION, AMENDMENT AND TERMINATION. No award shall be granted more
than ten years after the effective date of the plan; provided, however, that
the terms and conditions applicable to any award granted within such period
may thereafter be amended or modified by mutual agreement between us and the
participant or such other person as may then have an interest therein
(notwithstanding the fact that an amendment or modification may cause an
option to no longer qualify as an incentive stock option). Also, by mutual
agreement between us and a participant, stock options or other awards may be
granted to such participant in substitution and exchange for, and in
cancellation of, any awards previously granted such participant under this
plan. Our board of directors may amend the plan from time to time or
terminate the plan at any time. However, no action shall reduce the amount
of any existing award or change the terms and conditions thereof without the
participant's consent. No amendment of the plan shall, without approval of
our shareholders: (a) increase the total number of shares which may be
issued under the plan or increase the amount or type of awards that may be
granted under the plan; (b) change the minimum purchase price, if any, of
shares of stock or stock units which may be made subject to awards under the
plan; (c) modify the requirements as to eligibility for awards under the
plan; or (d) cause the plan and/or awards pursuant to the plan not to comply
with either Rule 16b-3, or any successor rule, under the Securities Exchange
Act of 1934, as amended, or Section 162(m) of the Internal Revenue Code of
1986, as amended.

FEDERAL INCOME TAX CONSEQUENCES

No income will be realized by a participating officer or employee
on the grant of an incentive stock option or a nonqualified stock option,
the grant of a stock appreciation right, the award of restricted stock or
the award of stock units, and we will not be entitled to a deduction at such
time. If a holder exercises an incentive stock option and does not dispose
of the shares acquired within two years from the date of the grant, or
within one year from the date of exercise of the option, no income will be
realized by the holder at the time of exercise; however, the exercise may
give rise to alternative minimum tax liability. We will not be entitled to a
deduction by reason of the exercise. If a holder disposes of the shares
acquired pursuant to an incentive stock option within two years from the
date of grant of the option or within one year from the date of exercise of
the option, the holder will realize ordinary income at the time of
disposition equal to the excess, if any, of the lesser of (a) the amount
realized on the disposition or (b) the fair market value of the shares on
the date of exercise, over the holder's basis in the shares. We generally
will be entitled to a deduction in an amount equal to such income in the
year of the disqualifying disposition.

Upon the exercise of a nonqualified stock option or the surrender
of a stock appreciation right, the excess, if any, of the fair market value
of the stock on the date of exercise over the purchase price or base price,
as the case may be, is ordinary income to the holder as of the date of
exercise. We generally will be entitled to a deduction equal to such excess
amount in the year of exercise.

Subject to a voluntary election by the holder under Section 83(b)
of the Internal Revenue Code of 1986, as amended, a holder will realize
income as a result of the award of restricted stock at the time the
restrictions expire on such shares. An election pursuant to Section 83(b) of
the Internal Revenue Code of 1986, as amended, would have the effect of
causing the holder to realize income in the year in which such award was
granted. The amount of income realized will be the difference between the
fair market value of the shares on the date such restrictions expire (or on
the date of issuance of the shares in the event of a Section 83(b) election)
over the purchase price, if any, of such shares. We generally will be
entitled to a deduction equal to the income realized in the year in which
the holder is required to report such income.

An employee will realize income as a result of a performance award
at the time the award is issued or paid. The amount of income realized by
the participant will be equal to the fair market value of the shares on the
date of issuance, in the case of a stock award, and to the amount of the
cash paid, in the event of a cash award. We will be entitled to a
corresponding deduction equal to the income realized in the year of such
issuance or payment.

TAX WITHHOLDINGS

We shall be entitled to withhold the amount of any tax attributable
to any amounts payable or shares deliverable under the plan after giving the
person entitled to receive such payment or delivery notice as far in advance
as practicable, and we may defer making payment or delivery as to any award
if any such tax is payable until we are indemnified to our satisfaction. The
person entitled to any such delivery may, by notice to us at the time the
requirement for such delivery is first established, elect to have such
withholding satisfied by a reduction of the number of shares otherwise so
deliverable, such reduction to be calculated based on the fair market value
on the date of such notice. A participant shall remain subject to
withholding taxes upon the exercise of a nonqualified stock option by a
permitted transferee.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ADOPTION OF THE
ALLEGIANT BANCORP, INC. 2002 STOCK INCENTIVE PLAN.

PROPOSAL III. AMENDMENT OF THE
ALLEGIANT BANCORP, INC.
2000 STOCK INCENTIVE PLAN

Our Board of Directors has adopted, subject to approval by our
shareholders, an amendment to the Allegiant Bancorp, Inc. 2000 Stock
Incentive Plan to authorize the grant of options under the Plan with an
exercise price of 100% or greater of the fair market value of the common
stock on the date of grant. Currently, the 2000 Plan requires that options
be granted with an exercise price of at least 110% of the fair market value
of our common stock on the date an option is granted.

Our board of directors believes that the proposed amendment to the
2000 Plan will advance our interests and those of our shareholders by
providing added flexibility to offer additional financial incentives and
motivation toward superior performance and by enabling us and our
subsidiaries to attract

and retain the services of key employees and directors, upon whose judgment,
talents and special efforts, the successful conduct of our operations is
largely dependent. The board also believes that a minimum exercise price of
100% of fair market value is more consistent with stock option plan
arrangements prevalent for comparable companies, than the 110% minimum.

Pursuant to the terms of the 2000 Plan, shareholder approval is
required to change the minimum purchase price of shares of stock or of stock
units awarded under the 2000 Plan. The vote required to approve the
amendment to the plan is a majority of the votes cast on such proposal at
the annual meeting.

The total number of shares of our common stock issuable under the
plan is not to exceed 600,000 shares, subject to adjustment in the event of
any change in the outstanding shares of such stock by reason of a stock
dividend, stock split, recapitalization, merger, consolidation or other
similar change generally affecting our shareholders. Of these 600,000 shares
of stock, no more than 175,000 shares may be issued to participants in the
plan in any plan year, and no more than 15,000 shares may be issued to any
one individual in any plan year.

Options for 237,346 shares of common stock have been issued under
the 2000 Plan and options for 362,654 shares are available for future
issuance under the 2000 Plan.

The following table sets forth the amount of options granted under
the 2000 Plan to the specified individuals and groups:

2000 STOCK INCENTIVE PLAN
BENEFITS TABLE

Number of Shares Subject
Name and Position to Options Granted Under the Plan
----------------- ---------------------------------

Shaun R. Hayes 30,000(1)
President and Chief Executive Officer of
each of Allegiant Bancorp, Inc. and
Allegiant Bank

Thomas A. Daiber 14,500(2)
Executive Vice President and Chief
Financial Officer of each of Allegiant
Bancorp, Inc. and Allegiant Bank

Paul F. Glarner 7,500
Executive Vice President and Chief Lending
Officer of each of Allegiant Bancorp, Inc.
and Allegiant Bank

Jeffrey S. Schatz 7,500
Executive Vice President and Chief
Operations Officer of each of Allegiant
Bancorp, Inc. and Allegiant Bank

Arthur E. Weiss 5,000
Senior Vice President, Wealth Management
of Allegiant Bancorp, Inc.; Executive Vice
President, Wealth Management of Allegiant
Bank

Executive Officer Group 64,500

Non-Executive Officer Directors
Richard C. Fellhauer 3,000

Director Nominees
Robert L. Chambers 9,841
Leland B. Curtis N/A
Shaun R. Hayes 30,000(1)
John L. Weiss N/A

Associates of Directors N/A
Executive Officers or Nominees

Persons receiving 5% of the options N/A

All employees, including all current 163,005
officers who are not executive
officers, as a group

--------------------------

(1) Includes options for 20,000 shares granted in October
2001, with an exercise price of $11.95, which equaled
fair market value on the date of grant. The issuance of
those options was subject to the approval by shareholders
of the proposed amendment to the 2000 Plan at the 2002
annual meeting. If such approval does not occur, the
Company expects to provide Mr. Hayes with an equivalent
benefit which may include an additional cash payment.

(2) Includes options for 7,000 shares granted in October
2001, with an exercise price of $11.95, which equaled
fair market value on the date of grant. The issuance of
those options was subject to the approval by shareholders
of the proposed amendment to the 2000 Plan at the 2002
annual meeting. If such approval does not occur, the
Company expects to provide Mr. Daiber with an equivalent
benefit which may include an additional cash payment.

The 2000 Plan is administered by the administrator. The
administrator may be our board of directors or, if our board of directors so
designates, our directors' and executive officers' compensation committee.
The administrator, by majority action thereof, is authorized in its sole
discretion to construe and interpret the plan, to make, amend and rescind
rules and regulations regarding the plan and its administration, to
determine the terms and provisions of the respective stock option,
restricted stock, restricted stock unit and performance award agreements
(which need not be identical), and to take whatever action is necessary to
carry out the purposes of the plan; provided, however, that the
administrator may take no action that will impair any award previously
granted under the plan or cause the plan not to meet the requirements of
Rule 16b-3 of the Securities Exchange Act of 1934, as amended.

DESCRIPTION OF THE PLAN

Under the terms of the plan, as currently in effect, our employees,
directors, advisors and consultants (as determined by the administrator in
its sole discretion) are eligible to receive: (a) incentive stock options;
(b) nonqualified stock options; (c) stock appreciation rights; (d)
restricted stock; (e) restricted stock units; and (f) performance awards.

INCENTIVE STOCK OPTIONS. Incentive stock options granted under the
plan entitle the holder thereof to purchase shares of our common stock at
the base price established by the administrator, which price shall not be
less than 110% of the fair market value, as defined in the plan, of our
common stock on the date the option is granted. Such incentive stock options
are exercisable not later than ten years after the date of the grant, or
five years with respect to incentive stock options held by ten percent or
greater shareholders, and terminate not later than three months after
termination of employment for any reason other than death or disability. In
the event the termination of employment is for cause or is due to other
specified reasons under the plan, the incentive stock options will expire
immediately. Incentive stock options outstanding and unexercised at the time
of the death or disability of the participant generally terminate on the
expiration of twelve months after the date of such event or on their
expiration dates, if earlier. Incentive stock options shall be granted only
to our employees or those of our subsidiaries.

NONQUALIFIED STOCK OPTIONS. Nonqualified stock options consist of
nonqualified options to purchase shares of stock at purchase prices
determined by the administrator; provided, however, the purchase price shall
be not less than 110% of the fair market value of our common stock on the
date the option is granted. Nonqualified stock options are exercisable not
later than ten years after the date they are granted, and terminate not
later than three months after termination of employment for any reason other
than death, retirement or disability. In the event of death, retirement or
disability, the options will expire eighteen months after the date of such
event or on their original expiration date, or if earlier. In the event the
termination of employment is for cause or is due to other specified reasons
under the plan, nonqualified stock options will expire immediately. The
administrator has the right to determine at the time the option is granted
whether shares issued upon exercise of a nonqualified stock option will be
subject to restrictions and, if so, the nature of the restrictions.

RESTRICTED STOCK AND RESTRICTED STOCK UNITS. Restricted stock
consists of stock or stock units issued under the plan at any purchase price
less than the fair market value thereof on the date of issuance, or as a
bonus. In the case of any restricted stock or restricted stock units:

(a) The purchase price, if any, will be determined by the
administrator;

(c) The participant, is entitled to all dividends paid
with respect to restricted stock, and is entitled to vote
restricted stock, during the period of restriction, as defined in
the plan.

PERFORMANCE AWARDS. The administrator may grant performance awards
which may consist of shares of our common stock, stock options, restricted
stock, restricted stock units, cash payments or a combination thereof. In
the event that performance goals are achieved over a designated time period,
the performance awards will be made in a pre-designated form in a single or
in periodic installments as the administrator determines in its sole
discretion. The goals established by the administrator shall be based on one
or more financial measures of us: (1) pre-tax or after-tax return on equity
or average assets; (2) earnings per share; (3) return on shareholders'
equity; (4) revenue growth; (5) pre-tax or after-tax net income; (6) book
value per share; (7) market price per share; (8) relative performance to
peer group companies; (9) expense management; and (10) efficiency ratio. In
the event the goal is not achieved at the conclusion of the designated
performance period, no payment shall be made to a participant. However,
goals may include standards for partial achievement and provide for a
partial award for partial achievement. The participant shall have no right
to vote any shares of our common stock subject to a performance award, nor
shall such participant have any right to receive dividends on such shares
until the performance goals are achieved and the shares issued. No
performance award shall entitle any individual to receive more than 15,000
shares of common stock and the maximum performance award payable to all
participants at a designated subsidiary for any calendar year (excluding any
additional cash payment) shall not exceed $250,000.

purchase price, if any, of shares of stock or stock units which may be made
subject to awards under the plan; (c) modify the requirements as to
eligibility for awards under the plan; or (d) cause the plan and/or awards
pursuant to the plan not to comply with either Rule 16b-3, or any successor
rule, under the Securities Exchange Act of 1934, as amended, or Section
162(m) of the Internal Revenue Code of 1986, as amended.

FEDERAL INCOME TAX CONSEQUENCES

TAX WITHHOLDINGS

reduction to be calculated based on the fair market value on the date of
such notice. A participant shall remain subject to withholding taxes upon
the exercise of a nonqualified stock option by a permitted transferee.

The proposed amendment has been adopted by the Board of Directors
subject to the approval of the shareholders at the annual meeting.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSED AMENDMENT
TO THE ALLEGIANT BANCORP, INC. 2000 STOCK INCENTIVE PLAN.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires our directors, executive officers and persons who own more than ten
percent of our outstanding stock to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. To our knowledge,
based solely on our review of such reports furnished to us and written
representations that no other reports were required, all Section 16(a)
filing requirements applicable to our directors, executive officers and
greater-than-ten percent shareholders were complied with during the year
ended December 31, 2001.

INDEPENDENT PUBLIC ACCOUNTANTS

Ernst & Young LLP served as our independent public accountants for
2001. Fees for the last fiscal year were: annual audit fees $139,500,
Financial Information Systems Design and Implementation fees $0.00, and all
other fees were $197,556, including audit related services of $10,660 and
nonaudit services of $94,896. Audit related services generally include fees
for benefit plan audits, accounting consultations and SEC registration
statements. Representatives of the firm of Ernst & Young LLP are expected to
be present at our annual meeting and will have the opportunity to make a
statement if they so desire and will be available to respond to appropriate
questions.

SHAREHOLDER PROPOSAL

On November 12, 2001, we received the following shareholder proposal
from Linda A. Pipitone:

"It is my extreme pleasure to nominate Mr. Michael A. Deelo for
election as a director of Allegiant Bancorp, Inc."

Based on information submitted by Linda A. Pipitone: Michael A. Deelo,
age 46, served from 1984 to 2000 as a director, senior executive vice
president and chief financial officer of Equality Bancorp, Inc. and Equality
Savings Bank, a bank holding company and savings bank that we acquired in
2000. Since 2001, Mr. Deelo has served as an investment executive of Stifel
Nicolaus & Co., Inc. Mr. Deelo beneficially owns 53,000 shares of our common
stock in joint tenancy with the right of survivorship with his wife, Joan
Deelo, and Stifel Nicolaus & Co., Inc. holds 4,964 shares of our common
stock on behalf of Mr. Deelo as custodian of the Michael A. Deelo IRA, which
constitutes less than one percent beneficial ownership interest of our
common stock.

For information concerning Ms. Pipitone, please contact Mary Beth
Fleming, Investor Relations, Allegiant Bancorp, Inc., 2122 Kratky Road, St.
Louis, Missouri 63114.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" THE SHAREHOLDER
PROPOSAL TO ELECT MICHAEL A. DEELO AS A CLASS II DIRECTOR.

PROPOSALS OF SHAREHOLDERS

Under applicable regulations of the Securities and Exchange
Commission, all proposals of shareholders to be considered for inclusion in
the Proxy Statement for the 2003 Annual Meeting of Shareholders must be
received at our office, c/o corporate secretary, 2122 Kratky Road, St.
Louis, Missouri 63114 by not later than November 22, 2002. In addition to
satisfying the notice provisions of the proxy rules, a proposal by a
shareholder must also meet the notice provisions set forth in our by-laws.
Our by-laws provide that shareholder proposals, including nominations of
directors, may be considered at a meeting of shareholders only if written
notice of the proposal is received by our corporate secretary not less than
60 days and not more than 90 days prior to the anniversary of the preceding
year's annual meeting; provided, however, that in the event that the date of
the annual meeting is more than 30 days before or more than 60 days after
such anniversary date, notice by the shareholder must be delivered not
earlier than the 10th day prior to such annual meeting and not later than
the 60th day prior to such annual meeting or the 10th day following the day
on which public announcement of the date of such meeting is first made by
us. Under our by-laws and based upon the presently scheduled date for the
meeting, the date by which written notice of a proposal must be received by
us to be considered at the 2003 annual meeting of shareholders no earlier
than January 18, 2003 and no later than February 18, 2003.

Any written notice of a shareholder proposal must include the
following information: (a) as to each person whom the shareholder proposes
to nominate for election or reelection as a director, all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended (including such person's written consent to being named in the Proxy
Statement as a nominee and to serving as a director if elected); (b) as to
any other business that the shareholder proposes to bring before the
meeting, a brief description of the business desired to be brought before
the meeting, the reasons for conducting such business at the meeting and any
material interest in such business of such shareholder and the beneficial
owner, if any, on whose behalf the proposal is made; and (c) as to the
shareholder giving the notice and the beneficial owner, if any, on whose
behalf the nomination or proposal is made, (1) the name and address of such
shareholder, as they appear on our books, and of such beneficial owner, and
(2) the class and number of shares of our common stock which are owned
beneficially and of record by such shareholder and such beneficial owner.

DISCRETIONARY VOTING

At the 2003 annual meeting, the individuals named in the proxy
relating to such meeting will exercise discretionary authority to vote on
any matter brought before the meeting with respect to which we were not
provided notice before January 30, 2003. In addition, we will include in the
Proxy Statement advice on the nature of the matter and how the individuals
named in the proxy relating to such meeting intend to exercise their
discretion to vote on each matter. Notwithstanding the above, the
individuals named in the proxy relating to such meeting shall not exercise
discretionary authority over a matter if: (1) we receive notice of such
matter by January 30, 2003; (2) by January 30, 2003, the proponent of such
matter provides us with a written statement that the proponent intends to
deliver a Proxy Statement and form of proxy to holders of at least the
percentage of our voting shares required under Missouri law to carry the
proposal; (3) the proponent includes the same statement in our proxy
materials filed under Rule 14a-6 of the Securities Exchange Act of 1934, as
amended; and (4) immediately after soliciting the percentage of shareholders
required to carry the proposal, the proponent provides us with a statement
from any solicitor or other person with knowledge that the necessary steps
have been taken to deliver a

Proxy Statement and form of proxy to holders of at least the percentage of
our voting shares required under Missouri law to carry the proposal.

ANNUAL REPORT

Our annual report for the year ended December 31, 2001 has been
mailed simultaneously to our shareholders.

A COPY OF OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 2001, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
(EXCLUDING EXHIBITS) MAY BE OBTAINED BY ANY SHAREHOLDER, WITHOUT CHARGE,
UPON WRITTEN REQUEST TO MS. MARY BETH FLEMING, INVESTOR RELATIONS, ALLEGIANT
BANCORP, INC., 2122 KRATKY ROAD, ST. LOUIS, MISSOURI 63114, 314-692-8200.

OTHER MATTERS

As of the date of this Proxy Statement, our board of directors does
not intend to present, nor has it been informed that other persons intend to
present, any matters for action at the annual meeting, other than those
specifically referred to herein. If, however, any other matters should
properly come before the annual meeting, it is the intention of the persons
named on the proxy to vote the shares represented thereby in accordance with
their judgment as to our best interest on such matters.

By Order of the Board of Directors,

MARVIN S. WOOL
Chairman

March 22, 2002

APPENDIX A

ALLEGIANT BANCORP, INC.

2002 STOCK INCENTIVE PLAN

ALLEGIANT BANCORP, INC.
2002 STOCK INCENTIVE PLAN

PAGE
Section 1. Purpose....................................................1

Section 2. Definitions................................................1

Section 3. Administration.............................................4

Section 4. Shares Reserved Under the Plan.............................5

Section 5. Participants...............................................5

Section 6. Types of Awards............................................5

Section 7. Date of Granting Awards....................................5

Section 8. Incentive Stock Options....................................6

Section 9. Nonqualified Stock Options.................................6

Section 10. Stock Appreciation Rights..................................7

Section 11. Restricted Stock and Restricted Stock Units................8

Section 12. Performance Awards.........................................9

Section 13. Adjustment Provisions.....................................10

Section 14. Change of Control.........................................10

Section 15. Nontransferability........................................12

Section 16. Taxes.....................................................12

Section 17. No Right to Employment....................................13

Section 18. Duration, Amendment and Termination.......................13

Section 19. Shareholder Approval......................................13

Section 20. Miscellaneous.............................................14

-i-

ALLEGIANT BANCORP, INC.

2002 STOCK INCENTIVE PLAN

SECTION 1. PURPOSE

The purpose of this Plan is to encourage certain Employees
and Directors of the Company, and of such Subsidiaries of the Company as the
Administrator designates, to acquire Stock or to receive monetary payments
based on the value of such Stock or based upon achieving certain goals on a
basis mutually advantageous to such Employees and Directors of the Company
and thus to provide an incentive for continuation of the efforts of
Employees and Directors for the success of the Company and aid the Company
and its Subsidiaries in competing with other enterprises for the services of
new Employees and Directors. Compensation relating to Awards under the Plan
is generally intended to qualify as "performance-based compensation" under
Section 162(m) of the Code.

SECTION 2. DEFINITIONS

Whenever used herein, the following terms shall have the
respective meanings set forth below:

(a) ACT means the Securities Exchange Act of 1934,
as amended from time to time.

(b) ADMINISTRATOR means the Board or, if the Board
so designates, the Committee.

(c) AWARD means any Option, Stock Appreciation Right,
Restricted Stock, Restricted Stock Unit or
Performance Award granted under the Plan.

(d) BASE PRICE means, in the case of an Option or a
Stock Appreciation Right, a price fixed by the
Administrator at which the Option or the Stock
Appreciation Right may be exercised, which
shall not be less than the Fair Market Value of
a share of Common Stock on the date of grant of
such Option or Stock Appreciation Right.

(e) BOARD means the Board of Directors of the Company.

(f) CHANGE OF CONTROL is defined in Section 14.

(g) CODE means the Internal Revenue Code of 1986,
as amended and in effect from time to time.

(h) COMMITTEE means those members of the Directors'
and Executive Officers' Compensation Committee
of the Board each of whom is both (1) qualified
to administer this Plan as contemplated by Rule
16b-3 and (2) considered to be an "outside
director" as contemplated by Section 162(m) of
the Code.

(i) COMMON STOCK means the common stock, $.01 par
value, of the Company.

(j) COMPANY means Allegiant Bancorp, Inc., a Missouri
corporation.

(k) COVERED EMPLOYEE means a covered employee as
that term is defined in Section 162(m) of the Code.

(l) DIRECTOR means a member of the Board (including
members who are also Employees) of the Company or
any Subsidiary of the Company.

(m) DISABILITY means a physical and/or mental
condition that renders a Participant unable to
perform the duties of the Participant's
position on a full-time basis for a period of
one hundred eighty (180) consecutive business
days. Disability shall be deemed to exist when
certified by a physician selected by the
Company or its insurers. The Participant will
submit to such medical or psychiatric
examinations and tests as such physician deems
necessary to make any such Disability
determination.

(n) EMPLOYEE means any employee, consultant or
advisor (including officers and Directors who
also are Employees) of the Company or any
Subsidiary of the Company; provided, however,
that bona fide services are rendered by any
such consultant or advisor and such services
are not rendered in connection with the offer
or sale of securities in a capital-raising
transaction.

(o) FAIR MARKET VALUE means, for any particular date,
(i) for any period during which Common Stock is
authorized as a Nasdaq National Market security,
the last transaction price per share as quoted
by The Nasdaq Stock Market (the "Nasdaq"),
(ii) for any period during which Common Stock
shall not be authorized as a Nasdaq National
Market security, but when Common Stock is
listed for trading on a national securities
exchange, the closing price per share of Common
Stock as reported on the Composite Tape as of
the close of such trading day, (iii) for any
period during which Common Stock shall not be
authorized as a Nasdaq National Market
security or listed for trading on a national
securities exchange, but when Common Stock shall
be authorized as a Nasdaq SmallCap Market
security, the closing bid price as reported by
the Nasdaq, or (iv) the market price per
share of Common Stock as determined by an
investment banking firm or certified public
accountant selected by the Administrator in the
event neither (i), (ii) nor (iii) above shall be
applicable. If Fair Market Value is to be
determined as of a day when the securities markets
are not open, the Fair Market Value on that day
shall be the Fair Market Value on the preceding
day when the markets were open.

(p) FINAL AWARD means the Award earned by each
Participant at the end of the Performance
Period.

(q) OPTION means the right to purchase Stock at the
Base Price for a specified period of time. For
purposes of the Plan, an Option may be an
incentive stock option ("Incentive Stock
Option") within the meaning of Section 422 of
the Code, a nonqualified stock option
("Nonqualified Stock Option") or any other type
of option.

(r) PARTICIPANT means any Employee or Director
designated by the Administrator to participate
in the Plan.

A-2

(s) PERFORMANCE AWARD means a cash payment and/or the
right to receive a payment equal to the value of
a unit or other measure, and includes shares of
Stock (which may be granted pursuant to an Option
or as Restricted Stock) and Restricted Stock
Units, as determined by the Administrator based
on performance during a Performance Period.

(t) PERFORMANCE PERIOD means a period of not more
than ten years established by the Administrator
during which certain performance goals set by the
Administrator are to be met.

(u) PERIOD OF RESTRICTION means the period during
which a grant of shares of Restricted Stock is
restricted pursuant to Section 11 of the Plan.

(v) PERMITTED TRANSFEREE means either (i) the spouse,
children or grandchildren of the Participant
("Immediate Family Members"), (ii) a trust or
trusts for the exclusive benefit of the
Participant and/or one or more Immediate Family
Members or (iii) one or more partnerships
(general or limited), corporations, limited
liability companies or other entities in which
the aggregate interests of the Participant and/or
one or more Immediate Family Members exceed 80%
of all interests in such entity.

(w) PLAN means the Allegiant Bancorp, Inc. 2002 Stock
Incentive Plan as set forth herein and as amended
from time to time.

(x) PLAN YEAR means the Company's fiscal year
commencing January 1 and ending December 31.

(y) PROGRAM means an Award program established by the
Administrator which designates the Participants,
the Covered Employees, a Performance Period,
performance goals and formulas or standards for
determining the amounts of Awards payable under
the Plan.

(z) REPORTING PERSON means a person subject to
Section 16 of the Act.

(aa) RESTRICTED STOCK means Stock granted pursuant to
Section 11 or 12 of the Plan, but a share of such
Stock shall cease to be Restricted Stock when the
conditions to and restrictions thereon under
Section 11 have been satisfied or have expired,
respectively.

(bb) RESTRICTED STOCK UNIT means a unit equivalent in
value to a share of Stock granted pursuant to
Section 11 or 12 of the Plan, but a Stock Unit
shall cease to be a Restricted Stock Unit when
the conditions to and restrictions thereon under
Section 11 have been satisfied or have expired,
respectively.

(cc) RETIREMENT means termination of employment on or
after the attainment of 55 years of age with five
or more years of service to the Company or a
Subsidiary.

(dd) RULE 16b-3 means Rule 16b-3 under the Act as
amended from time to time or any successor rule
thereto.

A-3

(ee) STOCK means the authorized and unissued shares
of Common Stock or reacquired shares of Common
Stock held in treasury.

(ff) STOCK UNITS means units equivalent in value to
shares of Stock.

(gg) STOCK APPRECIATION RIGHT or SAR means the right
to receive a payment from the Company equal to
the excess of the Fair Market Value of a share
of Stock at the date of exercise over the Base
Price. In the case of a Stock Appreciation
Right which is granted in conjunction with an
Option, the Base Price shall be the Option
exercise price.

(hh) SUBSIDIARY means a subsidiary corporation as
defined in Section 424 of the Code.

(ii) TERMINATION FOR CAUSE means termination based
upon: (i) the Employee's willful and continued
failure to substantially perform Employee's duties
with the Company (other than as a result of
incapacity due to physical or mental condition),
after a demand for substantial performance is
delivered to Employee by the Company, which
specifically identifies the manner in which the
Employee has not substantially performed
Employee's duties, (ii) the Employee's commission
of an act in connection with Employee's employment
constituting a criminal offense involving moral
turpitude, dishonesty, or breach of trust, or
(iii) Employee has engaged in any conduct which
would preclude Employee from employment with the
Company or any Subsidiary, or the Employee is
disqualified or precluded from being employed by
or providing any services to the Company or any
Subsidiary by reason of any federal or state
banking law or regulation or any order or written
request of any regulatory agency which has
jurisdiction over the Company or any Subsidiary.
For purposes of this definition, no act, or
failure to act on the Employee's part shall be
considered "willful" unless done, or omitted to
be done, without good faith and without reasonable
belief that the act or omission was in the best
interest of the Company.

SECTION 3. ADMINISTRATION

The Plan shall be administered by the Administrator. The
determinations of the Administrator shall be made in accordance with its
judgment as to the best interests of the Company and its shareholders and in
accordance with the purpose of the Plan. In the event the Board designates
the Committee to serve as the Administrator, a majority of members of the
Committee shall constitute a quorum, and all determinations of the Committee
shall be made by a majority of its members. In addition, any determination
of the Committee under the Plan may be made without notice or meeting of the
Committee, by a writing signed by a majority of the Committee members.
Determinations, interpretations or other actions made or taken by the
Administrator pursuant to the provisions of the Plan shall be final and
binding and conclusive for all purposes and upon all persons whomsoever.
Subject to the express provisions of the Plan, the Administrator shall have
plenary authority to construe and interpret the Plan, to make, amend and
rescind rules and regulations regarding the Plan and its administration, to
determine the terms and provisions of the respective Stock Option,
Restricted Stock, Restricted Stock Unit and Performance Award agreements
(which need not be identical), and to take whatever action is necessary to
carry out the purposes of the Plan; provided, however, that the
Administrator shall take no action that will impair any Award previously
granted under the Plan or cause the Plan not to meet the requirements of
Rule 16b-3.

A-4

SECTION 4. SHARES RESERVED UNDER THE PLAN

Subject to Sections 10, 12 and 13 hereof, there are hereby
reserved for issuance under the Plan an aggregate of 800,000 shares of
Stock, which may be authorized but unissued shares or treasury shares. Of
these shares of Stock, up to 550,000 shares are reserved to be issued in the
form of Options, subject to adjustment as set forth in the Plan.

Except as provided in Section 13, in no event may more
than 250,000 shares of Stock be issued in connection with the award of
Restricted Stock or Restricted Stock Units pursuant to Section 11 or 12.
Additionally, the maximum number of shares of Stock, which may be awarded in
the form of Options or SARs to any one individual under the Plan shall be
limited to 25,000 shares of Stock per calendar year. In total, no more than
250,000 shares of Stock may be issued to all Participants per calendar year.

Stock underlying outstanding Options or Performance Awards
will be counted against the Plan maximum while such Options or Awards are
outstanding. Shares of Stock underlying expired, canceled or forfeited
Options or Awards may be added back to the Plan maximum. When the exercise
price of Options is paid by delivery of shares of Stock, the number of
shares available for issuance under the Plan shall continue to be reduced by
the gross (rather than the net) number of shares issued pursuant to such
exercise, regardless of the number of shares surrendered in payment.
Restricted Stock and Restricted Stock Units issued pursuant to the Plan will
be counted against the Plan maximum while outstanding even while subject to
restrictions.

SECTION 5. PARTICIPANTS

Participants will consist of such officers, Directors and
Employees of the Company or any designated Subsidiary as the Administrator
in its sole discretion determines have a major impact on the success and
future growth and profitability of the Company. Designation of a Participant
in any Plan Year shall not require the Administrator to designate such
person to receive an Award in any other Plan Year or to receive the same
type or amount of Award as granted to the Participant in any other Plan Year
or as granted to any other Participant in any Plan Year. The Administrator
shall consider such factors as it deems pertinent in selecting Participants
and in determining the type and amount of their respective Awards.

SECTION 6. TYPES OF AWARDS

The following Awards may be granted under the Plan: (a)
Incentive Stock Options; (b) Nonqualified Stock Options; (c) Stock
Appreciation Rights; (d) Restricted Stock; (e) Restricted Stock Units; and
(f) Performance Awards, all as described below. Except as specifically
limited herein, the Administrator shall have complete discretion in
determining the type and number of Awards to be granted to any Participant,
and the terms and conditions that attach to each Award, which terms and
conditions need not be uniform as between different Participants. All Awards
shall be in writing.

SECTION 7. DATE OF GRANTING AWARDS

All Awards granted under the Plan shall be granted as of
an award date. Promptly after each award date, the Company shall notify the
Participant of the grant of the Award, and shall hand deliver or mail to the
Participant an Award Agreement, duly executed by and on behalf of the
Company, with the request that the Participant execute and return such
agreement within thirty days after the date of mailing or delivery by the
Company of the Award Agreement to the Participant. If the Participant shall

A-5

fail to execute and return the written Award Agreement within the thirty-day
period, the Participant's Award shall be automatically terminated, except
that if the Participant dies within the thirty-day period such Award
Agreement shall be effective notwithstanding the fact that it has not been
signed prior to death.

SECTION 8. INCENTIVE STOCK OPTIONS

Incentive Stock Options shall consist of Options to
purchase shares of Stock at purchase prices not less than the Fair Market
Value of the shares on the date the Option is granted. (110% if the
Participant owns stock possessing more than 10% of the combined voting power
of all owners of stock of the Company or a Subsidiary). The purchase price
may be paid by check or, in the discretion of the Administrator, by the
delivery of shares of Common Stock then owned by the Participant, which
shares must have been owned for at least six months. Subject to Section 14
hereof, Incentive Stock Options shall be exercisable not later than ten
years, and in the case of Participants who also hold a ten percent or
greater beneficial ownership of Stock, not later than five years, after the
date they are granted and, except as provided below, will terminate not
later than three months after termination of employment for any reason other
than death or Disability as to all shares for which they have not
theretofore exercised, and during such three-month period an Option shall be
exercisable only as to those shares with respect to which it had become
exercisable, under the provisions of the Option, on the date of termination
of employment; provided however, that if the termination of employment is:
(i) due to Termination for Cause; (ii) voluntary on the part of the Employee
and without the written consent of the Company or Subsidiary; or (iii) is in
violation of any employment contract with the Company or a Subsidiary, then
all Options granted to such person under the Plan shall terminate and expire
concurrently with the termination of the Optionee's employment and shall not
thereafter be exercisable to any extent. In the event termination of
employment occurs as a result of death or Disability, such an Option will be
exercisable for 12 months after such termination or until its expiration
date, if earlier. If the optionee dies within 12 months after termination of
employment by reason of Disability, then the period of exercise following
death shall be the remainder of the 12-month period, or three months,
whichever is longer. If the optionee dies within three months after
termination of employment for any other reason, then the period of exercise
following death shall be three months. Leaves of absence granted by the
Company or any Subsidiary of the Company for military service, illness and
transfers of employment between the Company and any Subsidiary of the
Company shall not constitute termination of employment. The aggregate Fair
Market Value (determined as of the time an Option is granted) of the stock
with respect to which an Incentive Stock Option is exercisable for the first
time during any calendar year (under all option plans of the Company and its
Subsidiaries) shall not exceed $100,000, or such other amounts and
limitations as may be provided from time to time by the Code and any
regulations promulgated thereunder. Incentive Stock Options shall be granted
only to employees of the Company or a Subsidiary. No Incentive Stock Option
shall be granted after the date preceding the tenth anniversary of the
effective date of the Plan.

SECTION 9. NONQUALIFIED STOCK OPTIONS

Nonqualified Stock Options shall consist of nonqualified
Options to purchase shares of Stock at purchase prices determined by the
Administrator; provided, however, the purchase price for Nonqualified Stock
Options shall be not less than the Fair Market Value of Stock on the date
the Option is granted. The purchase price may be paid by check or, in the
discretion of the Administrator, by the delivery of shares of Common Stock
then owned by the Participant or the Permitted Transferee, as the case may
be, which shares must have been owned for at least six months. Subject to
Section 14 hereof, Nonqualified Stock Options shall be exercisable not later
than ten years after the date they are granted, and except as provided
below, will terminate not later than three months after termination of
employment for any reason other than death, Retirement or Disability as to
all shares for which they have not

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theretofore exercised, and during such three-month period an Option shall be
exercisable only as to those shares with respect to which it had become
exercisable, under the provisions of the Option, on the date of termination
of employment; provided however, that if the termination of employment is:
(i) due to Termination for Cause; (ii) voluntary on the part of the Employee
and without the written consent of the Company or Subsidiary; or (iii) is in
violation of any employment contract with the Company or a Subsidiary, then
all Options granted to such person under the Plan shall terminate and expire
concurrently with the termination of the Optionee's employment and shall not
thereafter be exercisable to any extent. In the event termination of
employment occurs as a result of Retirement or Disability, such an Option
will be exercisable for 18 months after such termination or until its
expiration date, if earlier. In the event termination of employment occurs
as a result of death, or the Optionee dies within three months after the
termination of such employment, or a Director dies prior to the expiration
date of an Option; the shares such Optionee was entitled to purchase on the
date of their death under such an Option or Options under the Plan may be
purchased at any time after the Optionee's death by the person or persons to
whom said rights shall have passed in accordance with the Plan; provided,
however, that no Option shall be exercised after the earlier of: (i) 18
months after the original Optionee's death; or (ii) the expiration date
specified for the particular Option. Leaves of absence granted by the
Company or any Subsidiary of the Company for military service, illness and
transfers of employment between the Company and any Subsidiary of the
Company shall not constitute termination of employment. The Administrator
shall have the right to determine at the time the Option is granted whether
shares of Stock issued upon exercise of a Nonqualified Stock Option shall be
subject to restrictions and, if so, the nature of the restrictions.

SECTION 10. STOCK APPRECIATION RIGHTS

Stock Appreciation Rights may be granted which, in the
discretion of the Administrator, may be exercised (1) in lieu of exercise of
an Option, (2) in conjunction with the exercise of an Option, (3) upon lapse
of an Option, (4) independent of an Option or (5) each of the above in
connection with a previously awarded Option under the Plan. If the Option
referred to in (1), (2) or (3) above qualified as an Incentive Stock Option
pursuant to Section 422 of the Code, the related SAR shall comply with the
applicable provisions of the Code and the regulations issued thereunder. At
the time of grant, the Administrator may establish, in its sole discretion,
a maximum amount per share which will be payable upon exercise of a SAR, and
may impose such conditions on exercise of a SAR as may be required to
satisfy the requirements of Rule 16b-3 (or any successor rule) under the
Act. At the discretion of the Administrator, payment for SARs may be made in
cash or Common Stock, or in a combination thereof. The following will apply
upon exercise of a SAR:

(a) Exercise of SARs in Lieu of Exercise of
---------------------------------------
Options. SARs exercisable in lieu of Options may be exercised for
-------
all or part of the shares of Stock subject to the related Option
upon the exercise of the right to exercise an equivalent number of
Options. A SAR may be exercised only with respect to the shares of
Stock for which its related Option is then exercisable. Upon
exercise of a SAR in lieu of exercise of an Option, shares of Stock
equal to the number of SARs exercised shall no longer be available
for Awards under the Plan, provided that if SARs are exercised for
cash, shares of stock equal to the number of SARs exercised shall
be restored to the number of shares available for issuance under
the Plan.

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(b) Exercise of SARs in Conjunction with Exercise
---------------------------------------------
of Options. SARs exercisable in conjunction with the exercise of
----------
Options shall be deemed to be exercised upon the exercise of the
related Options, and shares of Stock equal to the sum of the number
of shares acquired by exercise of the Option plus the number of
SARs exercised shall no longer be available for Awards under the
Plan, provided that if SARs are exercised for cash, shares of stock
equal to the number of SARs exercised shall be restored to the
number of shares available for issuance under the Plan.

(c) Exercise of SARs Upon Lapse of Options. SARs
--------------------------------------
exercisable upon lapse of Options shall be deemed to have been
exercised upon the lapse of the related Options as to the number of
shares of Stock subject to the Options. Shares of Stock equal to
the number of SARs deemed to have been exercised shall not be
available again for Awards under the Plan, provided that if SARs
are exercised for cash, shares of stock equal to the number of SARs
exercised shall be restored to the number of shares available for
issuance under the Plan.

(d) Exercise of SARs Independent of Options. SARs
---------------------------------------
exercisable independent of Options may be exercised upon whatever
terms and conditions the Administrator, in its sole discretion,
imposes upon the SARs, and shares of Stock equal to the number of
SARs exercised shall no longer be available for Awards under the
Plan, provided that if SARs are exercised for cash, shares of stock
equal to the number of SARs exercised shall be restored to the
number of shares available for issuance under the Plan.

SECTION 11. RESTRICTED STOCK AND RESTRICTED STOCK UNITS

Restricted Stock shall consist of Stock or Stock Units
issued under the Plan at any purchase price less than the Fair Market Value
thereof on the date of issuance, or as a bonus. In the case of any
Restricted Stock or Restricted Stock Units:

(a) The purchase price, if any, will be determined
by the Administrator.

(b) Restricted Stock or Restricted Stock Units
may be subject to: (i) restrictions on the sale or other
disposition thereof; (ii) rights of the Company to reacquire such
Restricted Stock or Restricted Stock Units at the purchase price,
if any, originally paid therefor upon termination of the employee's
employment within specified periods; (iii) representation by the
Participant that he or she intends to acquire Restricted Stock or
Restricted Stock Units for investment and not for resale; and (iv)
such other restrictions, conditions and terms as the Administrator
deems appropriate.

(c) The Participant shall be entitled to all
dividends paid with respect to Restricted Stock during the Period
of Restriction and shall not be required to return any such
dividends to the Company in the event of the forfeiture of the
Restricted Stock.

(d) The Participant shall be entitled to vote
Restricted Stock during the Period of Restriction.

(e) The Administrator shall determine whether
Restricted Stock is to be delivered to the Participant with an
appropriate legend imprinted on the certificate or if the shares
are to be deposited in escrow pending removal of the restrictions.

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SECTION 12. PERFORMANCE AWARDS

(a) Performance Period. For each Program, the
------------------
Administrator shall set forth a Performance Period over which
performance will be measured to determine whether and in what
amounts to pay Awards to Participants. Each Program must be
established in writing prior to the expiration of any prescribed
time period for the pre-establishment of performance goals under
Section 162(m) of the Code. Each Program also shall set forth those
individuals the Administrator believes may be or may become Covered
Employees for the applicable Performance Period.

(b) Performance Criteria and Goals. All Awards
------------------------------
shall be based upon any one or more of the following financial
measures of the Company: (i) pre-tax or after-tax return on equity
or average assets; (ii) earnings per share; (iii) return on
shareholders' equity; (iv) revenue growth; (v) pre-tax or after tax
net income; (vi) book value per share; (vii) market price per
share; (viii) relative performance per peer group companies; (ix)
expense management; and (x) efficiency ratio. For each Program and
for each Participant, the Administrator shall designate one or more
objective performance goals based upon one or more of the criteria
listed above. No Award shall be paid if the applicable performance
goals are not satisfied; provided, however, performance goals may
include standards for partial achievement and provide for a partial
award for partial achievement.

(c) Performance Awards. Performance Awards may
------------------
consist of cash, Options, Stock, Restricted Stock, Restricted Stock
Units or a combination thereof, to be issued with or without any
payment therefor, in the event the performance goals established by
the Administrator are achieved during the Performance Period. For
each Program, the Administrator shall designate an objective
formula or standard for determining each Participant's Award.
Except with respect to Awards payable to Covered Employees, and
notwithstanding the failure to satisfy the applicable performance
goal(s), the Administrator shall have the discretion to increase or
reduce the amount of any Participant's Award above or below the
standard or formula amount to reflect individual performance and/or
unanticipated factors; the Administrator may only reduce the amount
of an Award payable to Covered Employees below the standard or
formula amount to reflect individual performance and/or
unanticipated factors. Actual payment of the Award earned shall be
in cash, Stock, Restricted Stock, Restricted Stock Units or in a
combination thereof, in a single sum or in periodic installments,
all as the Administrator in its sole discretion determines. If
Stock or Restricted Stock is used, the Participant shall not have
the right to vote and receive dividends until the goals are
achieved and the actual shares are issued. No Performance Award
shall entitle any individual to receive more than 25,000 shares of
Stock and the maximum Performance Award payable during any Plan
Year to all Participants at any one Subsidiary (excluding any
additional cash payment) shall not exceed $250,000.

(d) Payment of Awards. After the close of each
-----------------
Performance Period, the Administrator shall certify in writing the
achievement of the applicable performance goal(s) and the amounts
of any Awards payable to the Participants under the applicable
formula(s) or standard(s). All or part of the Awards payable to
Participants who are not Covered Employees may be paid prior to the
end of a Performance Period on an estimated basis, subject to
adjustment in the discretion of the Administrator. All or part of
the Awards payable to Covered Employees may be paid prior to the
end of a Performance Period only if such earlier payment does not
result in such Award failing to constitute qualified
performance-based compensation under Section 162(m) of the Code
(e.g., if achievement of the applicable performance goal(s) can be
certified prior to the end of the Performance Period). Subject to
the foregoing, the timing of payment of

A-9

all Awards to both Covered Employees and Participants who are not
Covered Employees shall be within the discretion of the Administrator.

SECTION 13. ADJUSTMENT PROVISIONS

(a) If the Company shall at any time change the
number of issued shares of Common Stock without new consideration
to the Company (such as by stock dividends or stock splits), the
total number of shares reserved for issuance under this Plan, the
number of shares that may be granted in the form of Options, SARs,
Restricted Stock, Restricted Stock Units or Performance Awards, the
maximum number of shares available to a particular Participant, and
the number of shares covered by each outstanding Award, shall be
adjusted so that the aggregate consideration payable to the
Company, if any, and the value of each such Award shall not be
changed. Awards shall be deemed to contain provisions for their
continuation or for other equitable adjustments after changes in
Common Stock resulting from reorganization, sale, merger,
consolidation, issuance of stock rights or warrants, or similar
occurrence.

(b) Notwithstanding any other provision of this
Plan or in any Award, and without affecting the number of shares
reserved or available hereunder, the Board may authorize the
equitable adjustment of benefits in connection with any merger,
consolidation, acquisition of property or stock, or reorganization
upon such terms and conditions as it may deem appropriate.

SECTION 14. CHANGE OF CONTROL

Notwithstanding any other provision of this Plan, if the
terms of an agreement under which the Administrator has granted an Award
under this Plan shall provide for an acceleration of benefits upon a Change
of Control, outstanding Awards shall become immediately and fully
exercisable or payable according to the following terms:

(a) Any outstanding and unexercised Option shall
become immediately and fully exercisable, and shall remain
exercisable until it would otherwise expire by reason of lapse of
time.

(b) During the six-month and seven-day period
from and after a Change of Control (the "Exercise Period"), unless
the Administrator shall determine otherwise at the time of grant, a
Participant or Permitted Transferee, as the case may be, shall have
the right, in lieu of the payment of the Base Price of the shares
of Stock being purchased under an Option and by giving notice to
the Administrator, to elect (within the Exercise Period) in lieu of
exercise thereof, provided that if such Option is held by a
Reporting Person either (i) such grant was approved by either the
Board or the Administrator or (ii) more than six months have
elapsed from the grant thereof, to surrender all or part of the
Option to the Company and to receive in cash, within 30 days of
such notice, an amount equal to the amount by which the Change in
Control Price per share of Common Stock on the date of such
election shall exceed the Base Price per share of Stock under the
Option multiplied by the number of shares of Stock granted under
the Option as to which the right granted under this Section 14(b)
shall have been exercised. Change in Control Price shall mean the
higher of (i) (A) for any period during which Common Stock is
authorized as a Nasdaq National Market security, the highest price
per share as quoted by the Nasdaq, (B) for any period during which
Common Stock shall not be authorized as a Nasdaq National Market
Security but when Common Stock shall be listed for trading on a
national securities exchange, the highest closing price per share
of Common Stock on such exchange as of the close of such trading
day, (C) for any period during which Common Stock shall not be
authorized as a Nasdaq National Market security or listed for
trading on a national securities exchange, but when

A-10

Common Stock shall be authorized as a SmallCap Market security, the
highest average of the high bid and low asked prices as reported by
the Nasdaq, or (D) the highest market price per share of Common Stock
as determined by an investment banking firm or certified public
accountant selected by the Administrator in the event neither (A),
(B) nor (C) above shall be applicable, in each case during the
60-day period prior to and ending on the date of the Change of
Control, and (ii) if the Change of Control is the result of a
transaction or series of transactions described in Section
14(f)(i), (iii), (iv) or (v) hereof, the highest price per share of
Common Stock paid in such transaction or series of transactions
(which in the case of paragraph (i) shall be the highest price per
share of Common Stock as reflected in a Schedule 13D by the person
having made the acquisition); provided, however, that with respect
to any Incentive Stock Option, the Change of Control Price shall
not exceed the market price of a share of Common Stock (to the
extent required pursuant to Section 422 of the Code) on the date of
surrender thereof.

(c) Any outstanding and unexercised Stock
Appreciation Rights (other than such rights which arise pursuant to
Section 14(b) hereof) shall become exercisable as follows:

(i) Any SAR described in Section 10(a)
or (b) shall continue to be treated as provided in those
sections, except that SARs exercised by Reporting Persons
for cash shall have been either (i) approved by the Board
or the Administrator or (ii) held for six months prior to
exercise.

(ii) Any SAR described in Section 10(c)
shall be deemed to have been exercised if and when the
Participant advises the Administrator in writing that the
Participant elects to have Options with respect to which
the SAR was granted treated as having lapsed, except that
SARs exercised by Reporting Persons for cash shall have
been either (i) approved by the Board or the Administrator
or (ii) held for six months prior to exercise.

(iii) Any SAR described in Section 10(d)
shall be exercisable immediately, without regard to
limitations imposed upon such exercise which are related
to the passage of time, except that SARs exercised by
Reporting Persons for cash shall have been either (i)
approved by the Board or the Administrator or (ii) held
for six months prior to exercise.

(d) Any Restricted Stock or Restricted Stock
Units granted pursuant to Section 11 shall become immediately and
fully transferable, and the Administrator shall be deemed to have
exercised its discretion to waive any automatic forfeitures
provided with respect to such Restricted Stock or Restricted Stock
Units. Any shares held in escrow shall be delivered to the
Participant and any share certificates shall not contain the legend
specified by Section 11(e). Unless such award of Restricted Stock
or Restricted Stock Units shall have been approved by either the
Board and/or the Administrator, Reporting Persons shall not dispose
of any Restricted Stock or Restricted Stock Units until six months
following the date of award of such Restricted Stock or Restricted
Stock Units.

(e) Any Performance Award granted pursuant to
Section 12 that has not expired or been forfeited shall be deemed
to have been earned on the assumption that all performance goals
have been achieved to the fullest extent scheduled in the Award.
All payments shall be made promptly in a lump sum, notwithstanding
any other provision for installment or deferred payment prescribed
in the Award.

A-11

(f) For purposes of this Plan, Change of Control
shall mean a change in control of the Company of a nature that
would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the Act (or
successor reporting provisions); provided that, for purposes of
this Plan, a Change in Control shall be deemed to have occurred if:
(i) any Person (other than the Company or any Subsidiary) is or
becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Act), directly or indirectly, of securities of the Company that
represent 30% or more of the combined voting power of the Company's
then outstanding securities; (ii) during any period of two
consecutive years, individuals who at the beginning of such period
constitute the Board cease for any reason to constitute at least a
majority thereof, unless the election, or the nomination for
election, by the Company's shareholders, of each new director is
approved by a vote of at least two-thirds (2/3) of the directors
then still in office who were directors at the beginning of the
period but excluding any individual whose initial assumption of
office occurs as a result of either an actual or threatened
election contest (as such term is used in Rule 14a-11 of Regulation
14A promulgated under the Act) or other actual or threatened
solicitation of proxies or consents by or on behalf of a person
other than the Board; (iii) there is consummated any consolidation
or merger of the Company in which the Company is not the continuing
or surviving corporation or pursuant to which shares of Common
Stock are converted into cash, securities or other property, other
than a merger of the Company in which the holders of Common Stock
immediately prior to the merger have the same proportionate
ownership of common stock of the surviving corporation immediately
after the merger; (iv) there is consummated any consolidation or
merger of the Company in which the Company is the continuing or
surviving corporation in which the holders of Common Stock
immediately prior to the merger do not own at least fifty percent
(50%), or such greater percentage as shall be set in any agreement
with any Participant, or more of the stock of the surviving
corporation immediately after the merger; (v) there is consummated
any sale, lease, exchange or other transfer (in one transaction or
a series of related transactions) of all, or substantially all, of
the assets of the Company; or (vi) the shareholders of the Company
approve any plan or proposal for the liquidation or dissolution of
the Company.

SECTION 15. NONTRANSFERABILITY

Each Award granted under the Plan to a Participant shall
not be transferable otherwise than by will or the laws of descent and
distribution; provided, however, that the Participant may, upon approval of
the Administrator, transfer without consideration to a Permitted Transferee
all or a portion of a Nonqualified Stock Option granted to such Participant.
Awards granted under the Plan to a Participant shall be exercisable, during
the Participant's lifetime, only by the Participant or a Permitted
Transferee, as the case may be. In the event of the death of a Participant,
exercise or payment shall be made only:

(a) By or to the Permitted Transferee, the
executor or administrator of the estate of the deceased Participant
or the person or persons to whom the deceased Participant's rights
under the Award shall pass by will or the laws of descent and
distribution; and

(b) To the extent that the deceased Participant
or the Permitted Transferee, as the case may be, was entitled
thereto at the date of the Participant's death.

SECTION 16. TAXES

The Company shall be entitled to withhold the amount of
any tax attributable to any amounts payable or shares deliverable under the
Plan after giving the person entitled to receive such payment or delivery
notice as far in advance as practicable, and the Company may defer making
payment or delivery as to any Award if any such tax is payable until
indemnified to its satisfaction. The person

A-12

entitled to any such delivery may, by notice to the Company at the time the
requirement for such delivery is first established, elect to have such
withholding satisfied by a reduction of the number of shares otherwise so
deliverable, such reduction to be calculated based on the Fair Market Value
on the date of such notice. A Participant shall remain subject to
withholding taxes upon the exercise of a Nonqualified Stock Option by a
Permitted Transferee.

SECTION 17. NO RIGHT TO EMPLOYMENT

A Participant's right, if any, to continue to serve the
Company and its Subsidiaries as an officer, Director, Employee or otherwise
shall not be enlarged or otherwise affected by such individual's designation
as a Participant under the Plan.

SECTION 18. DURATION, AMENDMENT AND TERMINATION

No Award shall be granted more than ten years after the
effective date of this Plan; provided, however, that the terms and
conditions applicable to any Award granted within such period may thereafter
be amended or modified by mutual agreement between the Company and the
Participant or such other person as may then have an interest therein
(notwithstanding the fact that an amendment or modification may cause an
Option to no longer qualify as an Incentive Stock Option). Also, by mutual
agreement between the Company and a Participant hereunder, Stock Options or
other Awards may be granted to such Participant in substitution and exchange
for, and in cancellation of, any Awards previously granted such Participant
under this Plan. To the extent that any Stock Options or other Awards which
may be granted within the terms of the Plan would qualify under present or
future laws for tax treatment that is beneficial to a recipient, then any
such beneficial treatment shall be considered within the intent, purpose and
operational purview of the Plan and the discretion of the Administrator, and
to the extent that any such Stock Options or other Awards would so qualify
within the terms of the Plan, the Administrator shall have full and complete
authority to grant Stock Options or other Awards that so qualify (including
the authority to grant, simultaneously or otherwise, Stock Options or other
Awards that do not so qualify) and to prescribe the terms and conditions
(which need not be identical as among recipients) in respect to the grant or
exercise of any such Stock Option or other Awards under the Plan. The Board
of Directors may amend the Plan from time to time or terminate the Plan at
any time. However, no action authorized by this paragraph shall reduce the
amount of any existing Award or change the terms and conditions thereof
without the Participant's consent. No amendment of the Plan shall, without
approval of the shareholders of the Company: (a) increase the total number
of shares that may be issued under the Plan or increase the amount or type
of Awards that may be granted under the Plan; (b) change the minimum
purchase price, if any, of shares of Stock or Stock Units which may be made
subject to Awards under the Plan; (c) modify the requirements as to
eligibility for Awards under the Plan; or (d) cause the Plan not to comply
with either Rule 16b-3, or any successor rule, under the Act or Section
162(m) of the Code.

SECTION 19. SHAREHOLDER APPROVAL

The Plan shall be effective on October 18, 2001. The Plan
shall be submitted for approval by the Shareholders of the Company at the
2002 Annual Meeting of Shareholders and the Company shall file a
registration statement covering the shares of Stock to be issued under the
Plan. If the Shareholders do not approve the Plan or if such registration
statement is not filed or does not become effective, it, and any action
taken hereunder, shall be void and of no effect.

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SECTION 20. MISCELLANEOUS

(a) Governing Law. Subject to the provisions of
-------------
applicable federal law, the Plan shall be administered, construed and
enforced according to the internal laws of the State of Missouri
excluding its conflict of law rules.

(b) Severability. The invalidity of any
------------
particular clause, provision or covenant herein shall not
invalidate all or any part of the remainder of the Plan, but such
remainder shall be and remain valid in all respects as fully as the
law will permit.

A-14

The undersigned hereby certifies that the Plan was adopted by the
unanimous consent of the Board of Directors of the Company as of October 18,
2001.

Shaun R. Hayes, President

A-15

ALLEGIANT BANCORP, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
APRIL 18, 2002

The undersigned hereby appoints Kevin R. Farrell and Leon A. Felman, and
each of them, with or without the other, proxies with full power of
substitution to vote as designated below, all shares of common stock,
$0.01 par value, of Allegiant Bancorp, Inc., that the undersigned
signatory hereof is entitled to vote at the Annual Meeting of
Shareholders of Allegiant Bancorp, Inc. to be held at The Missouri
History Museum, 5700 Lindell Blvd., (intersection of Lindell and
DeBaliviere), St. Louis, MO 63112 at 4:00 p.m., local time, April 18,
2002, and all adjournments or postponements thereof, all in accordance
with and as more fully described in the Notice and accompanying Proxy
Statement for such meeting, receipt of which is hereby acknowledged.

1. ELECTION OF CLASS II DIRECTORS (three-year term expiring in 2005)
The Board of Directors recommends voting "FOR" the election of the
following nominees as Class II directors.

NOMINEES: Robert L. Chambers, Leland B. Curtis, Shaun R. Hayes and
John L. Weiss

/ / FOR all nominees listed above (except as marked to the contrary
above)
/ / WITHHOLD AUTHORITY (to vote for all nominees listed above)

(INSTRUCTION: To withhold authority to vote for any individual
nominee, strike a line through the nominee's name in the list above.
Failure to follow this procedure to withhold authority to vote for
any individual nominee will result in the granting of authority to
vote for the election of such nominee.)

2. APPROVAL AND ADOPTION OF THE ALLEGIANT BANCORP, INC. 2002 STOCK
INCENTIVE PLAN
The Board of Directors recommends voting "FOR" the approval and
adoption of the 2002 Stock Incentive Plan.
/ / FOR / / AGAINST / / ABSTAIN

3. APPROVAL AND ADOPTION OF THE AMENDMENT TO THE ALLEGIANT BANCORP, INC.
2000 STOCK INCENTIVE PLAN
The Board of Directors recommends voting "FOR" the approval and
adoption of the amendment of the 2002 Stock Incentive Plan.
/ / FOR / / AGAINST / / ABSTAIN

4. Shareholder PROPOSAL for MEMBERSHIP as a Class II Director
The Board of Directors recommends voting "AGAINST" the shareholder
proposal in Item No. 4.
nominee: Michael A. Deelo / / FOR / / AGAINST

(This proposal for election for membership on Allegiant Bancorp, Inc.'s
Board of Directors was made by a shareholder proposal pursuant to the
Securities Exchange Act of 1934. Although Allegiant Bancorp, Inc. has
included the shareholder proposal in the Proxy Statement and this Proxy,
the shareholder failed to comply with the director nomination procedures
set forth in the By-Laws of Allegiant Bancorp, Inc., which require a
shareholder to provide the Company written notice of his or her intent
to nominate an individual for election to the Board of Directors at this
year's annual meeting not earlier than the 90th day prior to the annual
meeting nor later than the close of business on the 60th day prior to
the annual meeting. As a result of the shareholder's failure to comply
with the By-Laws, Michael A. Deelo may not be properly nominated for
director at the meeting. Accordingly, an instruction to vote "FOR" the
shareholder proposal will not be cast by the proxies as instructed.)

5. In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the meeting and any
adjournment or postponements thereof.

This Proxy, when properly executed, will be voted in the manner directed
herein by the undersigned shareholder(s), except as otherwise set forth
in Item 4. If no direction is made, this Proxy will be voted "FOR" the
election of all nominees set forth in Item 1 and "FOR" the approval and
adoption of the 2002 Stock Incentive Plan and the amendment to the 2000
Stock Incentive Plan and "AGAINST" the shareholder proposal in Item No.
4. The proxies cannot vote your shares unless you sign and return this
card.

This Proxy is solicited on behalf of the Board of Directors

The Board of Directors recommends voting "FOR" the election of Robert L.
Chambers, Leland B. Curtis, Shaun R. Hayes and John L. Weiss as
directors as set forth in Item No. 1 and "FOR" the approval and adoption
of the 2002 Stock Incentive Plan as set forth in Item No. 2 and the
approval and adoption of the amendment to the 2000 Stock Incentive Plan
as set forth in Item No. 3. The Board of Directors recommends voting
"AGAINST" the shareholder proposal in Item No. 4.

SIGNATURE(S):______________________________

SIGNATURE(S):______________________________
DATE:______________________________________

Please sign exactly as name appears
on this Proxy Card. When shares are
held by joint tenants, both should
sign. When signing as attorney-in-
fact, executor, administrator,
personal representative, trustee or
guardian, please give full title as
such. If a corporation, please sign
in full corporate name by President
or other authorized officer. If a
partnership, please sign in
partnership name by authorized
person.

PLEASE MARK, DATE, SIGN AND RETURN
THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE

APPENDIX

Page 14 of the Proxy Statement contains a Total Return Performance
Graph. The information in the graph is presented in a tabular format
immediately following the graph.